Dated: _______, 2021
SECTION 1. DEFINITIONS. TERMS & CONDITIONS ACCEPTANCE
1.1. Here in the following definitions are used:
“Blockchain” - DMarket Blockchain available at https://blockchain.dmarket.com/main that records ownership and validate authenticity of NFTs;
“Collectible” - is an NFT that represents a particular Object.
“Object” - is the carrier of value and may include any of the following, the list of which shall not be considered exhaustive, image, photographs, art, design, painting, drawings in any form or media, video, movie, gifs, digital, animations, sounds, audio effects, text or graphics.
“NFT or Non-fungible token” - is the record in a decentralised ledger that represents a certain Object.
1.4. By using the Website and purchasing Collectible, You are confirming that You have fully read, understood and automatically irrevocably accepted the Terms. If You do not agree with any of the Terms in general or any part of them, You are not permitted to use the Website, any associated Services or purchase Collectible.
1.5. The Terms and any accompanying documents are effective and binding on You whenever You use the Website and/or purchase Collectible.
1.6. You acknowledge and accept that the Term and any accompanying documents and/or the Website are subject to change, modifications, amendments, alterations or supplements at any time without prior written notice, at DMarket’s sole discretion. Your continued use of the Website after any amendments or alterations of the Terms, any accompanying documents and/or the Website shall constitute Your consent and acceptance of any such changes, modifications, amendments, alternations or supplements. The date of the most recent amendments and alterations will be indicated at the top of the Terms.
SECTION 2. GENERAL PROVISIONS. PURCHASING COLLECTIBLES
2.1. Subject to the Terms, You have the opportunity to purchase and sell various Collectibles on the Website. Collectibles may be sold separately or in packs, or jointly with any other digital items in bundles, collection boxes (such packs, bundles, collection boxes or any other ways of sale of Collectibles including with other digital items hereinafter referred to as the “Digital Item”).
2.2. The Website Owner has no responsibility or obligations towards you for any transactions with Collectibles or Digital Items outside the Website. If You decide to purchase Collectibles or Digital Items outside the Website, You understand that such purchases will be entirely at Your sole risk.
2.3. Each Collectibles or Digital Items has a set of attributes and characteristics that are displayed on the Website before purchase. Different Collectibles or Digital Items will each have different characteristics. Prior to minting NFT the Website Owner reserves the right to modify the attributes, characteristics, the number of or types, or prices of Collectibles or Digital Items available for purchase and sale.
2.4. Each Collectible has a memorable and collectible nature and properties. The value of each Collectible is inherently subjective. Each User might want to have one certain Collectible rather than the other.
SECTION 3. PAYMENT, REFUND, TAXES
3.1. You may purchase Collectibles or Digital Items using balance on Your Account.
3.2. As Collectibles or Digital Items are digitally provided content, we do not provide refunds for any purchases of Collectibles or Digital Items on the Website once it is provided to You.
3.3. We do not collect or pay any taxes for You or on Your behalf. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on Our net income) now or hereafter claimed or imposed by any governmental authority (hereinafter collectively referred to as the “Taxes”) associated with Your purchase or use of the Website.
3.4. Except for income taxes levied on Us, You: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to the Terms.
3.5. To allow us to determine Our tax obligations, unless You otherwise notify us in writing, You shall confirm Your residency on the Website, and will inform Us if Your status changes in the future.
SECTION 4. OUR OWNERSHIP
4.1. You acknowledge and agree that the DMarket owns any and all moral and legal rights, titles and interest in and to all elements of the Website, DMarket Technology, and all intellectual property rights therein, including, but not limited to, NFT, codes (software and program codes), systems, methods, intellectual property object protected as “know-how”, Services, organization, information, profiles, compilation of the content, data, ideas, concepts, animations, sounds, audio effects, text, graphics, the respective designs and all other elements of the Website, DMarket Technology, all Collectibles, excluding Object and except as expressly stated otherwise in the Terms or on the Website (hereinafter collectively referred to as the “DMarket’s Content”). You acknowledge and agree that that all the DMarket’s Content is protected by copyright, patent, trade dress and trademark laws, and other applicable laws. Your use of the DMarket’s Content does not grant you any license or ownership of, or any other rights to it. We reserve all rights in DMarket’s Content that are not expressly granted to You in the Terms.
4.2. Except as expressly stated otherwise in the Terms or on the Website, the DMarket logo, any DMarket product, Service or service names, logos or slogans, the look and feel of the Website and DMarket’s Content, including, without limitation, all page headers, custom graphics, button icons and scripts that may appear on the Website, DMarket Technology are trademarks or trade dress, or the service marks of the Website Owner and may not be copied, imitated or used, in whole or in part, without Our prior written permission. You may not use any metatags or other “hidden text” utilizing “DMarket” or any other name, trademark or product or service name of Us or Our Services without Our prior written permission.
4.3. All rights are reserved in relation to any registered and unregistered trademarks which appear on the Website or associated with the Website, or otherwise contained in the DMarket Content.
4.4. The Website may also include content that is the copyrighted property of Our licensors or third parties and/or trademarks, service marks, trade names that are proprietary to Our licensors.
SECTION 5. YOUR OWNERSHIP OF COLLECTIBLES
5.1. When You lawfully purchase Collectible on the Website or otherwise lawfully acquire Collectible, including from third party on the Website or on third party services in accordance with the Terms You fully own NFT underlying such Collectible.
When we delete image of Collectible You lawfully own from the Website, such deletion will not affect Your ownership rights in any NFTs that you own before deletion. You agree that You will have no right and will not receive any refund for the Collectible that such NFT underlies.
5.3. Blockchain ensures transfer and confirmation of Ownership of the Collectible. Proof of Your purchase or any other transfer of Collectible is recorded on Blockchain.
5.4. We do not control or support any transactions with Collectible (including purchase, sale, exchange) that take place not on the Website and shall have no responsibility to you or to any other party for such transactions. You understand and acknowledge that any transactions that You make not on the Website are at you risk
5.5. You understand, acknowledge that the value of Collectibles is inherently subjective, they may not retain their original value. Events and factors outside of Our control may materially impact the value and desirability of any particular Collectible. We shall have no lability to you or any third party with respect to the value of Collectibles.
SECTION 6. USER LICENSE
6.1. Except otherwise indicated in the Terms, You have the right to sell or trade, or otherwise dispose of Collectible You own solely on the Website at any time.
6.2. Subject to Your continued compliance with the Terms and applicable laws, we grant you a worldwide, revocable, non-exclusive, non-transferable, royalty-free, non-sublicensable license to use, copy, and display the Object that is associated with the Collectible You lawfully own, solely for the following purposes: (a) for Your own personal, non-commercial use; (b) as part of the Website or any other third party channel authorized by Us provided that the Object is no longer visible once the owner of the Collectible leaves the website/application.
6.3. Each Object associated with Your Collectible contains Our or any third party’s copyrights, trade secrets, trademarks, know-how, patent (including, without limitation, patent applications and disclosures) or any other intellectual property rights recognized in any country or jurisdiction in the world (hereinafter referred to as the “Licensed Content”) and subject to Your ownership of the Collectible associated with such Object, You understand and agree to each of the following: (a) that You will not have the right to use such Licensed Content in any way except as incorporated in the Object, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of Licensed Content, We may need to (and reserve every right to) pass through additional restrictions on Your ability to use the Object; and (c) to the extent that We inform 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 that failure to do so will be deemed a breach of the license contained in this Section 6.
SECTION 7. RESTRICTIONS
7.1. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without Our express prior written consent in each case: (a) modify the Object for Collectible that You own and that is associated with such Object and Collectible in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Object for Collectible that You own and that is associated with such Object or Collectible to advertise, market, or sell any third party product or service; (c) use the Object for Collectible that You own and that is associated with such Object or Collectible in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Object for Collectible that You own and that is associated with such Object or Collectible in movies, videos, or any other forms of media, except to the limited extent that such use may be expressly permitted in the Terms or solely for Your own personal, non-commercial use; (e) sell, distribute for commercial gain, give away or exchange with the expectation to receive commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Object for Collectible that You own and that is associated with such Object; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Object for Collectible that You own and that is associated with such Object or Collectible; or (g) otherwise utilize the Object for Collectible that You own and that is associated with such Object for Your or any third party’s commercial benefit.
7.2. For avoidance of doubt You understand and agree: (a) that Your ownership of Collectible does not give you any rights or implied licenses in or to the Object or DMarket’s Content (including, without limitation, copyright in and to the associated Object) other than those expressly contained in the Terms; (b) that you do not have the right, except as otherwise set forth in the Terms, to reproduce, distribute, or otherwise commercialize any elements of DMarket’s Content and Licensed Content (including, without limitation, Object) without Our prior written consent in each case, which consent We may withhold in Our sole and absolute discretion; and (c) that 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 in each case, which consent we may withhold at Our sole and absolute discretion.
7.3. From the moment You do not own the Collectible associated with the Object that contains Licensed Content for any reason, the license granted under the Terms will immediately expire with respect to that Collectible without the requirement of notice, and you will have no further rights in or to the Object associated with such Collectible. The restrictions in Sections 6.2., 6.3., 7.1., 7.2. above and will survive the expiration or termination of the Terms.
SECTION 8. SUSPENSION, TERMINATION
8.2. If You cancel Your account on the Website, or otherwise terminate the Terms, You will not receive any refunds for any purchases of Collectibles or Digital Items, including on the Website or for any Collectibles or Digital Items received, or anything else.
8.3. You acknowledge that in case of termination of the Terms or the Website by You or Us, You will no longer have access to information that you have placed on the Website or information related to Your account.
SECTION 9. RISK ASSUMPTION
You acknowledge and agree that:
9.1. new policies or regulations may appear in the future and may materially adversely affect the potential utility or value of Your Collectibles due to the uncertainty in regulatory regime governing blockchain technologies.
9.2. the prices of collectible blockchain assets are extremely volatile and subjective, there are fluctuations in the price of digital assets that could materially and adversely affect the value of Your Collectibles.
9.3. collectible blockchain assets have no inherent or intrinsic value. We cannot guarantee that Collectibles purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of Our control may materially impact the value and desirability of any particular Collectible.
9.4. You are solely responsible for determining what, if any, taxes apply to your transactions.
9.5. collectibles exist only by virtue of the ownership record maintained on the blockchain. Any transfer of Collectibles occurs within the blockchain and not on the Website.
9.6. there are risks 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 blockchain, however caused.
SECTION 10. DISCLAIMERS
10.1. WE HAVE NO RESPONSIBLE OR IS NOT LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE BLOCKCHAIN, OR YOUR ELECTRONIC 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) UNAUTHORIZED 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 APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET.
10.2. COLLECTIBLES AND DIGITAL ITEMS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
10.3. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY ELECTRONIC WALLET.