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Last Updated: June 25, 2024
This page explains the terms by which all users ("you" and "your") may download, install, copy, access, or use the products and services made available by 2856766 Ontario Inc. dba PERCS, its subsidiaries, and its affiliates or on our behalf from time to time including but not limited to our websites, widgets, computer programs, mobile applications and software including our Web3 Messaging service and Frames by PERCS and any future updates, upgrades or versions of such applications or software (collectively, the "Software"), and other platforms and applications (collectively and together with the Software, the "Services") and all accompanying documents, information, manuals or other related materials provided by us as part of, or in connection with the Services. By accessing or using the Services, you signify on your behalf and any person or entity you represent that you have read, understood, and agree to be bound by these terms of service (the "Agreement"). For purposes of this Agreement, the terms "we," "our," and "us" refers to the entity providing you with the Services or access to Content (as defined below). We reserve the right to make unilateral modifications to these terms and will provide notice of these changes as described in Section 22 below.
If you are a business, company, institution or other legal entity, you may permit Authorized Users to access and use the Services, provided: (a) they have agreed to the terms of, and shall remain in compliance with, this Agreement; and (b) you shall be liable for any acts or omissions of your Authorized Users. “Authorized User(s)” mean the following users that you authorize to access or use the Services on your behalf: (i) your employees, agents, or independent contractors; and (ii) other users expressly authorized to use and access the Services by us.
Eligibility
(i) This is a contract between you and us. By installing, downloading, copying, accessing, or using the Services, or otherwise accepting this Agreement, or clicking "accept" (if applicable), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not understand or consent, you must not install, download, copy, access, or use the Services. You may use the Services only if you can form a binding contract with us and only in compliance with this Agreement and all applicable laws.
(ii) By entering or using the Services, you represent that:
(A) If an individual you are at least the minimum legal age to enter into binding contracts in your country to use the Services (however, children of all ages may use the Services if enabled by a parent or legal guardian);
(B) If you are under 18 years old, you represent that you have your parent or guardian's permission to use the Services;
(C) If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Services, you are subject to the terms of this Agreement and responsible for your child's activities;
(D) You understand the risks associated with using the Services;
(E) You have the right, authority, and capacity to enter into this Agreement on behalf of yourself or the person or entity that you represent (if applicable); and
(F) Are not prohibited from entering into this Agreement or using the Services under any applicable laws.
(b) Access and Use
(i) Subject to the terms and conditions of this Agreement and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we hereby grant you and your Authorized Users a limited, personal, non-transferable, non-sublicensable, and non-exclusive and freely revocable license to install and use a single copy of the Software and to access and use the Services and the Content for your personal and internal business purposes (the "License"). Except to the extent that you are authorized by us in writing (in which case additional or different terms and conditions may apply to you), you are not permitted to provide or resell the Software or the Services to anyone. You agree to ensure that Authorized Users comply with the terms of this Agreement and that all applicable fees for the Services are paid to us concerning the use of the Services by all Authorized Users. We reserve all rights not expressly granted in the Services and our Content. We may terminate the License, in whole or in part, at any time for any reason or no reason.
(ii) For purposes of this Agreement, "Content" includes any text, documents, proposals, videos, audio, graphics, photographs, or other data, information, or materials whether provided by you or anyone acting on your behalf, us, or a third party. Content is the responsibility of the person or entity that gives it to the Services. We are under no obligation to host or serve Content. If you see any Content that you believe does not comply with this Agreement or applicable laws, you can report it to us at kcginsburg@getpercs.com
(iii) The rights granted to you in this Agreement are subject to the following restrictions:
(A) You shall not license, sell, rent, lease, transfer, assign, distribute, host, use or allow the use for the benefit of any third party or otherwise commercially exploit the Services, whether in whole or in part, or any Content displayed on the Services;
(B) Not to frame or mirror any part of any of the Services,
(C) You shall not remove or alter any copyright notice or any other notices;
(D) You shall not modify, do derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services;
(E) You shall not access the Services to build a similar or competitive website, product, or service;
(F) You shall not use or allow the use, transfer, transmission, export, or re-export of the Services or portion thereof in violation of any applicable laws, including any export control laws or regulations;
(G) You shall not interfere with or disrupt the integrity or performance of the Services;
(H) You shall not attempt to gain unauthorized access to the Services or its related systems or networks;
(I) You shall not use the Services in any manner that interferes with its regular operation or with any other user's use of the Services;
(J) You shall not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
(K) You shall not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(L) You shall not access, tamper with, or use non-public areas of our websites, our computer systems, or the technical delivery systems of its providers;
(M) You shall not access or search or attempt to access or search our websites by any means other than through our currently available, published interfaces that we provide;
(N) You shall not forge any TCP/IP packet header or any part of the header information in any email or posting or in any way use the Services to send altered, deceptive, or false source-identifying information;
(O) You shall not interfere with, or disrupt, the access of any user, host, or network, including sending a virus, overloading, flooding, spamming, or mail-bombing the Services, or otherwise creating an undue burden on the Services;
(P) You shall not use the Services to store or transmit code, files, scripts, agents, or programs intended to harm, including, for example, viruses, worms, time bombs, and Trojan horses;
(Q) You shall not use manual or automated Software, devices, or other processes to "crawl," "scrape," or "spider" any page of our websites;
(R) Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means;
(S) You shall not create, sell or use, or cause the creation, sale, or use of any Collectible that infringes or in a manner infringes the copyright, trademark, patent, trade secret, or other intellectual property or proprietary rights of others or upload, or otherwise make available, files that contain images, photographs, Software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity unless you own or control the rights to it or have received all necessary consent to do the same; and
(T) You shall not use the Services other than as permitted hereunder and following (i) any available user guide documentation provided by us and (ii) all applicable laws.
(iv) Unless otherwise indicated, any future release, update, or other addition to the functionality of the Services shall be subject to this Agreement. You acknowledge and agree that we have no obligation to provide you with any support or maintenance in connection with the Services.
(c) User-Generated Content. For this Agreement, "User Content" means any Content you or anyone acting on your behalf submits to us, including, without limitation, through online and mobile services made available by or on behalf of us from time to time, including, but not limited to, the Services. You represent that your User Content: (i) will not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights, or rights of privacy; (ii) will not violate any Applicable Laws; (iii) will not be obscene or contain child pornography; (iv) will not contain software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; and (v) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.
(d) Personally Identifiable User Generated Data. For this Agreement, "Personally Identifiable User Generated Data" means User Content that identifies you or your Authorized Users and is considered personal information following applicable privacy and data protection laws. For clarity, Personally Identifiable User Generated Data does not include de-identified and aggregated information. You hereby grant to us a revocable, non-exclusive, worldwide, royalty-free license to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use Personally Identifiable User Generated Data in any manner and at any time only so far as required to deliver the Services. You waive any rights of publicity, moral, or other similar such rights concerning Personally Identifiable User Generated Data while used following the preceding sentence.
(e) Non-Personally Identifiable User Generated Data. For this Agreement, "Non-Personally Identifiable User Generated Data" means all User Content except for Personally Identifiable User Generated Data. You now grant to us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit Non-Personally Identifiable User Generated Data in any manner and at any time. You waive any publicity rights, moral, or other similar rights concerning the Non-Personally Identifiable User Generated Data.
(f) Web3-Based User Content. Certain of our Services such as Frames by PERCS allow you and other users to create User Content that use Blockchain Technologies (“Web3-Based User Content”). You acknowledge and agree that such Web3-Based User Content may be recorded as transactions on a blockchain and may therefore be irrevocable, immutable, unmodifiable and permanently available and neither you nor we will have the ability to remove or takedown such Web3-Based User Content. You acknowledge and agree that in no event shall any Company Party (as defined below) shall be liable for any claim, damage, loss or injury arising from, in connection with or related to your Web3-Based User Content and you shall indemnify and hold harmless the Company Parties from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees and disbursements) arising from, in connection with or related to your Web3-Based User Content.
(g) No Representation Regarding Local Laws. We make no representation that the Services and the Content are accurate, appropriate, or available for use in all jurisdictions or that this Agreement complies with the laws of any particular country. Users use the Services and access the Content on their initiative and are responsible for compliance with all applicable laws. Notwithstanding anything to the contrary, you agree that you will not access the Services from any territory where it is illegal and that you are solely responsible for compliance with all applicable laws.
Accounts
(i) You may be required to establish an account and may be required to pay any fees through payment processors to use sure of the Services. If so, you agree to (A) provide true, accurate, current, and complete information about yourself as prompted by the Services; and (B), as permitted, maintain and promptly update such information. Suppose you provide any information that is false, inaccurate, or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated, or non-compliant with the terms of this Agreement or the Privacy Policy. In that case, we have the right to suspend or terminate and cancel your account and prohibit any current or future use of the Services by you. You are responsible for maintaining the confidentiality of your unique username, password, access code, other sign-in mechanisms, and all other account information (collectively, "Account Information") and your account. You are fully responsible for all activities under your account. You agree you will not share your Account Information with anyone, and if anyone else has access to your Account Information, then you are responsible for any of their actions. You agree to prevent unauthorized access to your account by selecting and protecting your Account Information by following current reasonable security standards and limiting access to your computer, browser, or mobile device by signing off after you have finished accessing your account. You agree to immediately notify us at builders@getpercs.com of any unauthorized use of your Account Information or account or any other security breach. You agree to be responsible for all charges resulting from using your account. You will indemnify us for any losses we suffer due to your use or misuse of the Services, including costs resulting from any unauthorized use of your account. Unless otherwise agreed to between you and us, user subscriptions cannot be shared or used by more than one user.
(ii) Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that we may access, use, preserve, and/or disclose your Account Information if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (A) comply with legal process or request; (B) enforce the Agreement including investigation of any potential violation thereof; (C) detect, prevent or otherwise address security, fraud or technical issues; or (D) protect our rights, property or safety of the rights, property or safety of our users or the public as considered necessary by us or permitted by applicable laws.
(b) Digital Wallets. To use certain features of the Services, you may be required to connect to your digital asset wallet. You acknowledge that we are not responsible for transferring, safeguarding, or maintaining your private keys or any associated assets. Suppose you lost or mishandled your digital asset wallet's private keys. In that case, you acknowledge that you may not be able to recover associated assets and that we are not responsible for such loss. You agree that you will not use the Services to transact with any digital currency that may be considered a security under applicable laws. You acknowledge that we are not responsible for, and you agree to indemnify us for, any loss or damage arising from your failure to comply with the requirements hereunder.
If we determine in our sole discretion that you are not using the Services responsibly, we have the right (but not the obligation) to remove, edit, block, or delete your transmissions, User Content, or use of the Services.
(b) We may, without prior notice, change the Services, stop providing the Services or features of the Services to you or users generally, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
(c) You are solely responsible for your interactions with other users of the Services. We reserve the right but have no obligation, to monitor disputes between you and other users. We shall have no liability for your interactions with other users or for any user's action or inaction.
For purposes of this Agreement:
(i) "NFT" means (i) an Ethereum-based token complying with the ERC-721 standard, ERC-1155 standard, or other similar "non-fungible" token standard or (ii) a cryptographic token on another blockchain network complying with such similar "non-fungible" token standard. NFTs are intended to be "non-fungible" tokens representing a unique Collectible; however, certain NFTs may be fungible with one another (i.e., all such NFTs are associated with the same Collectible Metadata) while being non-fungible with other NFTs (i.e., such NFTs are related to different Collectible Metadata); and
(ii) "Collectible" means the association on Ethereum or other blockchain networks, as applicable, of an NFT with a Uniform Resource Identifier ("URI") identifying an appropriately configured JSON file conforming to the ERC-721 Metadata JSON Schema, ERC-1155 Metadata URI JSON Schema or a similar JSON schema, as applicable (such JSON file, the "Collectible ID").
(b) The Collectible ID of a Collectible specifies the properties of the Collectible, including the name and description of the Collectible (the "Collectible Descriptors"), a URI identifying any image file associated with the Collectible (the "Collectible Image"), and potentially other Metadata related to the Collectible (the Collectible Descriptors, Collectible Image, and such other Metadata, collectively, the "Collectible Metadata"). The Collectible Metadata for Collectibles created through the Services may be stored in the InterPlanetary File System protocol ("IPFS") or other ways, depending on how the Collectibles were created.
(c) You acknowledge and agree that (i) there can be no guarantee or assurance of the uniqueness, originality, or quality of any Collectible or Collectible Metadata and (ii) in the absence of an express legal agreement between the creator of a Collectible and purchasers of the Collectible, there cannot be any guarantee or assurance that the purchase or holding of the Collectible confers any license to or ownership of the Collectible Metadata or other intellectual property associated with the Collectible or any other right or entitlement, notwithstanding that such purchaser may rightfully own or possess the NFT associated with the Collectible.
(d) We may, from time to time, restrict the creation of Collectibles through the Services in our sole and absolute discretion, including in connection with any belief by us that such Collectible violates this Agreement.
(a) Compensation. Certain features of the Services may require you to pay fees. For Services that require payment, you will pay the amounts specified in each invoice or subscription issued by us. You must make payments in advance unless the applicable invoice or subscription contains different payment terms. Unless otherwise specified in the invoice or subscription, unpaid amounts are subject to interest equal to the lower of (i) 2.0% per month (24% per annum) or (ii) the maximum permitted by applicable laws on any outstanding balance, plus all expenses of collection. And may result in immediate termination and/or cancellation of your access to or use of the Software and the Services. You will be responsible for all taxes associated with the Services other than taxes based on our net income. Your access to and use of the Services may be terminated or canceled without notice for any unpaid and due amount. We reserve the right to impose a reconnection fee suspension of services, and you request access to the Services afterward. Unless otherwise specified in the invoice or subscription, all amounts under this Agreement are payable in US dollars. Any charges paid by you are non-refundable.
(b) Compensation Collection. A payment processor may provide payment processing services for paid Services. If such payment processing services are used, you agree you are subject to the applicable payment processor services agreement. By agreeing to the Agreement or continuing to use the Services, you agree to be bound by such payment processor services agreement, as it may be modified by the payment processor occasionally.
(c) Changes to Fees. Subject to your Agreement to pay additional amounts, incremental fees may be charged when new or different functions are added or available.
(d) Gas Fees. Except as described below, every transaction that interacts with a blockchain protocol through the Services requires the payment of a transaction fee (also known as a "gas fee"), including without limitation minting or transferring NFTs. You will be solely responsible for paying any transaction fees for any transaction you initiate through the Services. NFT gating and verification checks have no transaction costs or gas fees to verify ownership.
(e) Gift and Promotional Codes. Our partners or we may offer gift and promotional codes to users of the Services. Specific codes may be redeemed for gift or promotional credits applied to your account, which then may be used to purchase eligible Content on our platform, subject to the terms included with your codes. Other codes may be directly redeemable for specific Content. These codes and credits and any promotional value linked to them may expire if not used within the period specified in your account. Gift and promotional codes we offer may only be refunded for cash if determined in the terms included with your codes or as required by applicable law. Gift and promotional codes provided by a partner are subject to that partner's refund policies. If you have multiple saved credit amounts, we may determine which of your credits to apply to your purchase. Please review any terms included with your codes for more details.
(f) Reports, Records, and Audit. You must ensure that you, and anyone representing you, comply with our ordering and reporting requirements in effect from time to time, which may include providing us with written reports on the use of the Services by you and your Authorized Users in the format, for the period and within the timelines as specified by us. To permit us to confirm compliance with this Agreement and applicable laws while this Agreement remains in effect and for two years after that, you must keep accurate records, including records about (i) the use of the Services by you and your Authorized Users; (ii) any use of our trademarks and other intellectual property; and (iii) compliance with the obligations of this Agreement. To assure such compliance, we and/or our auditors may inspect, while this Agreement remains in effect and for two years after that, such records from time to time. Any such audits shall be conducted during regular business hours and shall not interfere unreasonably with your activities. If an audit reveals that you, or an Authorized User, has not complied with the obligations of this Agreement, you may be required to pay our reasonable costs of conducting the audit.
(a) The Services and our Content are protected by copyright, patent, trademark, trade secret, and other intellectual property rights and laws. As between you and us, we retain all rights, title, interest, ownership, and intellectual property rights in and to the Services and our Content. The License and this Agreement confer no title or ownership in the Services or our Content and are not a sale of any rights in the Services or our Content. The License does not grant you any right to any enhancement or update to the Services. We reserve all rights not expressly granted to you. The Services may incorporate third-party intellectual property or open-source code.
(b) You may choose to, or we may invite you to submit comments, Feedback, or ideas about the Services, including without limitation about how to improve the Services ("Feedback"). By submitting any Feedback, you agree that (i) your disclosure is non-confidential, gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, (ii) you grant to us a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, non-exclusive and fully paid-up right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell or offer for sale, rent or lease such information or materials or any portions thereof (including any ideas for new products or services or modifications to existing products or services) and/or products or services which practice or embody, or are configured for use in practicing, such information or materials or any portion thereof, in any form or medium known or later developed, in furtherance of the terms of the Agreement and the actions and transactions contemplated hereby, including the right to bring an action for infringement of these rights, (iii) we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone, (iv) you will have no claim against for any actual or alleged infringement of any proprietary rights, rights of privacy or publicity, moral rights or rights of attribution in connection with our use of any Feedback you provide and (v) you grant us permission to use your name, likeness, voice, and image in connection with identifying you within or as the source of any of your Feedback and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable laws. You further acknowledge that, by accepting your submission, we do not waive any rights to use similar or related comments, Feedback, and ideas previously known to us, developed by our employees, or obtained from sources other than you.
(a) We are an early-stage platform. You acknowledge that applications are code subject to flaws and that you are solely responsible for evaluating any available code provided by the Services. You further expressly acknowledge and represent that applications can be written maliciously or negligently and that we cannot be held liable for your interaction with such applications. These warnings and others we provided are not evidence or represent an ongoing duty to alert you to all the potential risks of utilizing the Services.
(b) We use commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will ever be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(a) In connection with the Services provided to you under this Agreement, you may, from time to time, be exposed to and may be furnished with certain information, material, or data relating to the Services that are either identified explicitly as confidential before or at the time of disclosure or would reasonably be considered confidential and/or proprietary to us ("Confidential Information"). During the term of this Agreement and following termination or expiry of the Agreement, you will keep confidential and not reveal or disclose to any third party any such Confidential Information. You will be directly liable for the acts or omissions of your Authorized Users and other authorized parties concerning such confidentiality obligations. You agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your trade secrets, proprietary information, and other confidential information and, in any case, not less than a reasonable standard of care. Confidential information includes, without limitation: (i) any test results relating to the Services; (ii) the Software source code; (iii) technical specifications related to the Services; (iv) any non-publicly available pricing; and (v) except for User Content, all technology, know-how, algorithms, testing procedures, Software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you under this Agreement or according to your use of or access to the Services.
(b) Except where you are merely evaluating the Services, you agree we will have the right to issue a press release or otherwise publicize your use of the Software or the Services and use your logo on our websites and other marketing materials.
The Services and Content may contain links to third-party materials not owned or controlled by us. We do not endorse or assume responsibility for third-party websites, information, materials, products, or services. Suppose you access a third-party website or service from the Services or the Content on or through any third-party website or service. In that case, you do so at your own risk and understand that this Agreement and our Privacy Policy do not apply to the use of such websites. You expressly relieve us from all liability arising from your use of any third-party website, service, or Content. Additionally, your dealings with or participation in promotions of advertisers found on the Services or the Content, including payment and delivery of goods and any other terms (such as warranties), are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage relating to your dealings with such advertisers.
This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Software and destroying all copies of the Software in your possession or control, and ceasing to use all Services. We may terminate this Agreement immediately upon notice to you for any or no reason. The Agreement will terminate immediately without notice from us unless you comply with any provision of this Agreement. Upon termination of this Agreement, you agree to immediately uninstall the Software, destroy all copies of the Software, and cease using all Services.
You agree to defend, indemnify and hold harmless us and our suppliers, partners, licensors, dealers, representatives, associates or affiliates, and each of their respective employees, contractors, advisors, agents, representatives, shareholders, officers, and directors (collectively, the "Company Parties"), from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees and disbursements) arising from, in connection with or related to:
(a) Your use of and access to the Services and/or Content, including any act or omission by you or users of your account or any data or Content transmitted or received by you,
(b) The Collectibles,
(c) Your violation of any term of this Agreement,
(d) Your violation of any third-party right, including without limitation any right of privacy or intellectual property rights,
(e) Your violation of any applicable laws,
(f) Any User Content you submit to the Software or the Services, including misleading, false, or inaccurate information without limitation,
(g) Your negligence, fraud, or willful misconduct,
(h) Any other party's access and use of the Services with your Account Information.
(i) You will cooperate as fully as reasonably required in defense of any claim. The previous indemnity shall survive any termination or expiration of the Agreement.
The Services are provided on an "as is, " as available," and "with all faults" basis. Use of the Services is at your own risk. To the maximum extent permitted by applicable laws, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from a Company Party or through the Services will create any warranty not expressly stated herein. Without limiting the preceding, the Company Parties do not warrant that (a) the Content is accurate, reliable, or correct, (b) the Services will meet your requirements, (c) the Services will be available at any particular time or location, uninterrupted or secure, (d) any defects or errors will be corrected or (e) the Services are free of viruses or other harmful components. Any Content downloaded or otherwise obtained through the Services is at your own risk. You will be solely responsible for any damage to your computer system or mobile device or data loss resulting from such download or your use of the Services. You acknowledge and agree that you have not relied on any representation, warranty, condition, covenant, or promise made by us which has not been expressly stated in this Agreement.
You acknowledge and agree that:
(a) Assumption of Risk. We do not warrant that the Services are error-free. You expressly agree that you assume all risk in connection with your access and use of the Services;
(b) Asset Value and Volatility. The prices of NFTs may be highly volatile and subjective. Fluctuations in the price of other digital assets could materially and adversely affect the value of NFTs, which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot guarantee that any NFT created and purchased will retain its original value, as the value of collectibles is inherently subjective, and factors occurring outside of the Services may materially impact the value and desirability of any particular NFT. The fiat-denominated prices and value in public markets of assets such as cryptocurrencies, NFTs, and Collectibles have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based purchases are not widely accepted as a means of payment for goods and services. Speculators and investors seeking to profit from the short- or long-term holding of blockchain assets generate significant demand for these assets. The market value of any cryptocurrency, NFT, or Collectible may decline below the price for which you acquire or generate such an asset. You acknowledge and agree that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in the prolonged inability to access or use any cryptocurrencies, NFTs, Collectibles, or other digital assets;
(c) Tax Calculations. You are solely responsible for determining what if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Services;
(d) Use of Blockchain Technology. We use experimental cryptographic and blockchain technologies to perform the Services, including tokens, cryptocurrencies, stablecoins, "smart contracts," consensus algorithms, voting systems, and distributed, decentralized, or peer-to-peer networks (collectively, “Blockchain Technologies”). You acknowledge and agree that such Blockchain Technologies are novel, experimental, and speculative and that there is significant uncertainty regarding the operation, effects, risks, and application of existing law. The Services do not store NFTs. NFTs live only under the ownership record maintained on the Services' supporting blockchain. Any transfer of an NFT occurs within the supporting blockchain and not on the Services;
(e) Certain Risks of Blockchain Technologies. The technology used in delivering the Services depends on public peer-to-peer networks such as Ethereum that are not under our control or influence and are subject to many risks and uncertainties. You are solely responsible for the safekeeping of your private key associated with the digital wallet used in connection with your use of the Services, and we will not be liable in respect of any lost private keys;
(f) Certain Risks of Smart Contract Technology. Digital assets relevant to the Services (including the Collectibles) depend on intelligent contracts deployed to Ethereum or other blockchain networks, some of which may be coded or deployed by persons other than us. Once deployed to Ethereum or other applicable blockchain networks, the code of the smart contracts are permanent. Suppose such smart contracts are adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum or other applicable blockchain networks. In that case, you may risk total loss and forfeiture of all Collectibles and other relevant digital assets. You acknowledge and agree that we assume no liability or responsibility for any of the preceding matters except as otherwise expressly provided by this Agreement or required by applicable law;
(g) Inherent Risks with Internet Currency. There are risks associated with using an 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 unauthorized access to information stored within your electronic wallet. 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 Services, however, caused;
(h) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies, and NFTs is still being determined. New regulations or policies may materially adversely affect the development of the Services and the potential utility or value of your NFTs. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the NFTs, the Collectibles, and the Services could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines, or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies and Services;
(i) Software Risks. Upgrades to third-party applications may affect the stability of the Services, or a change in how transactions are confirmed or recorded may have unintended, adverse effects on all blockchains using such technology providers, including the Services;
(j) Cryptographic Risks. Cryptography is a progressing field, and advances in code cracking or technical advances, such as the development of quantum computers, may present risks to cryptographic systems and Services, which could result in the theft or loss of your assets. By using the Services, you acknowledge and agree to these inherent risks;
(k) Essential Third-Party Software Dependencies. The smart contracts deployed to Ethereum and other blockchain networks are public software utilities that are accessible directly through any Ethereum or other blockchain node or indirectly through any compatible blockchain "wallet" application (such as the web browser plugin Metamask) that interacts with such a node. Software constitutes an essential third-party or user dependency without which the Services cannot be utilized. NFTs, Collectibles, and other relevant digital assets cannot be created, transferred, or used. Furthermore, Collectible Descriptors defining the art and text associated with a Collectible must be stored off Ethereum or other applicable blockchain networks, such as IPFS. We are not associated with IPFS in any manner and, as such, do not guarantee continued operation or the integrity and persistence of data on IPFS; and
(l) Disclaimers. None of the Company Parties will have any responsibilities or liability concerning any previous releases and risks.
You also agree that to the maximum extent permitted by applicable laws, in no event shall any Company Party be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, business interruption, trading losses, transaction losses, economic losses or other intangible losses of any kind or nature whatsoever suffered by you or any third party howsoever caused (including without limitation arising out of or relating to the use of, or inability to use, the Services) and regardless of the form or cause of action, even if such damages are foreseeable or the Company Party has been advised of the possibility of such damages. Under no circumstances will any Company Party be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or the information contained therein or the Content. To the maximum extent permitted by applicable laws, we assume no liability or responsibility for the following:
(a) The installation, download, copying, accessing, or using of the Services or the Content,
(b) Any errors, mistakes, or inaccuracies of Content,
(c) Personal injury or property damage of any nature whatsoever resulting from your access to or use of the Services,
(d) Any unauthorized access to or use of our secure servers and/or any personal information stored therein,
(e) Any interruption or cessation of transmission to or from the Services,
(f) Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services or the Content by any third party.
(g) Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Services,
(h) Content or any third party's defamatory, offensive, or illegal conduct.
You agree that if, notwithstanding the other provisions of this Agreement, a Company Party is found to be liable for any claims, proceedings, liabilities, obligations, damages, losses, or costs, such Company Party's liability shall in no event exceed the amount paid by you for the Services during the six months before the date on which such claim arose, if any.
You acknowledge and agree that we (a) have no responsibility for the Collectibles created by or on your behalf through the Services and (b) do not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality, or value of any Collectible created by or on your behalf through the Services.
Some states, provinces, territories, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent applicable laws prohibit.
The disclaimers of warranties and limitations of liability outlined in this Agreement are fundamental elements of the basis of the Agreement between you and us. You understand and agree that we would only be able to economically or reasonably provide the Services to you with these limitations.
Our failure or delay in insisting upon or enforcing strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or rights. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly made in writing by us.
Suppose any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable. In that case, such provisions shall be limited or eliminated to the minimum extent necessary, so these terms and conditions shall otherwise remain in full force and effect.
This Agreement is entered into in the Province of Ontario. It shall be governed by and construed following the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario or any other judicial district or jurisdiction as we may determine in any actions, disputes, or controversies relating hereto. The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded. You further agree as follows:
(a) Any claim brought to enforce these terms and conditions must be commenced within two years of the cause of action accruing.
(b) No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees.
(c) Your sole and exclusive remedy shall be for monetary damages only, and you waive all rights to equitable remedies as a result.
(d) Any claim must be brought individually and not consolidated as part of a group or class action complaint.
(e) Entire Agreement
This Agreement, including all other documents incorporated by reference herein, is binding and constitutes the entire Agreement between you and us concerning your use of the Services.
(a) We will not be responsible to you for any failure or delay in our performance under this Agreement occasioned by any causes beyond our control, including, without limitation, any of your acts or omissions, acts of civil, governmental, or military authority, change in applicable laws, court or regulatory orders, fires, epidemics, pandemics, floods, earthquakes, tsunamis, explosions, wars, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, international trade embargoes, insurrections, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or lack of true power or electricity or acts of God (a "Force Majeure Event").
(b) If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of such Force Majeure Event. We will use commercially reasonable efforts to end the failure or delay and minimize the effects of such a Force Majeure Event. If such failure or delay remains uncured for 30 consecutive days following written notice of the Force Majeure Event, we may terminate this Agreement upon written notice.
In our sole discretion, we reserve the right to modify this Agreement's terms from time to time. If we make changes, we will notify you of such modifications, such as by providing notice through the Services or updating the "Last Updated" date at the top of this Agreement. Unless we state otherwise in our notice, all such modifications are effective immediately. Your continued use of the Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended terms of this Agreement, then your only recourse is to terminate this Agreement by providing written notice to us and must stop using the Services.
The parties agree that the English language will be the language of the Agreement and all documents in connection thereto. Each party waives any right (whether statutory or otherwise) to use and rely upon any other language or translations. Il est de la volonté expresse des parties que tous les documents qui s'y rattachent soient rédigés en langue anglaise.
All Content is for informational purposes only and should not be construed as professional advice. You should contact legal, financial, tax, or other professional advisors. Neither we nor the Services provide legal, financial, taxation, or other professional advice. No action should be taken based on any Content or Services. You should seek independent professional advice from a licensed and/or qualified person in the functional area.
All statements contained in the Content, the Services, the Sites, opinions made in press releases or any place accessible by the public, and oral statements that Company Parties may make may constitute forward-looking statements (including statements regarding the intent, belief, or current expectations concerning market conditions, business strategy and plans, financial condition, specific provisions, and risk management practices). You are cautioned not to place undue reliance on these forward-looking statements given that these statements involve known and unknown risks, uncertainties, and other factors that may cause the actual future results to be materially different from that described by such forward-looking statements, and no independent third party has reviewed the reasonableness of any such information or assumptions. These forward-looking statements are applicable only as of the date indicated therein. The Company Parties disclaim any responsibility (whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date.
We care about the privacy of our users. You understand that by using the Services, you consent to the collection, use, and disclosure of personally identifiable information and aggregate data and to have your personally identifiable information collected, used, transferred to, and processed following our Privacy Policy, a copy of which can be found here: https://drive.google.com/file/d/1RMj-k2U3ohg9F1Vxx9oyxnlpYYmJGXbe/view .
Our Privacy Policy is hereby incorporated into and forms part of this Agreement.
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