General

The acmlabs.xyz site, or other website stated “Powered by ACM Labs”, or any ACM Labs electronic platform (collectively the “Sites”) refers individually and collectively to the ACM Labs website, forms, web applications and any software services provided by ACM Labs, and all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content displayed are known as the content of the Sites (“Content”).

Please read these terms and conditions of services (“Terms”) that follow carefully as they form a contract between you and ACM Labs (“ACM Labs”, “we”, “us” or “our”). These Terms refer and govern to the individual or entity as “you”, “your” or “User” accessing the Content and using the services provided by ACM Labs (“Services”).

ACM Labs allow you to participate, by creating, displaying, transferring, giving, receiving, buying and selling Non-fungible tokens (NFT) and is made available to you by us.

1. Acceptance of the Terms

By accepting these Terms electronically (for example, clicking “Sign Up” / “Login” / “I agree”), accessing or using the Sites, registering for an account with us, purchasing or accepting an order or Services that references these Terms, you are accepting and agreeing to these Terms and the policies and guidelines referenced in these Terms. By accepting these Terms, you represent that any and all information you provide us through the Services and the Sites is true and accurate. Any false or fraudulent information and use of the Services is prohibited.

ACM Labs reserves the right to change or modify these Terms at any time and at our sole discretion.

By signing up to any service provided by ACM Labs, you represent and warrant that you are (i) at least 18 years old, (ii) are not located in a national or resident of any locations where using such service considered as illegal. We reserve the right to refuse use of the Sites and/or the Service(s) by anyone, without notice, for any reason, at any time.

As with any asset, the value of digital assets, including but not limited to NFT, can go up or down and there can be a substantial risk for transferring, giving, receiving, buying and selling or holding them. You should carefully consider whether buying, selling or holding digital assets or NFTs is suitable for you in light of your financial condition.

The information on the Sites has been prepared for informational purposes only and does not constitute an investment advice and recommendations. If you are in any doubt about any of the information contained herein please consult your investment adviser, lawyer, accountant or other professional adviser. The information is current as at the date of publication but is subject to change without notice.

In no event will ACM Labs or any person or entity involved in creating, producing or distributing the Sites or the Content, be liable in contract, in tort (including for its own negligence) or under any other cause of action or recourse (including strict liability) for any damages, including without limitation, direct, indirect, incidental, special, punitive, consequential or similar damages (including, without limitation lost profits or revenues, loss of data, loss of use of the Sites or an inability to use the Sites), even if ACM Labs have been informed of the possibility of such damages.

2. Definitions

“NFT“ means a non-fungible token that, as of its genesis issuance, is linked to your Artwork. NFTs are controllable electronic records recorded on a blockchain network as determined by us in our sole discretion. They can only have one official owner at a time and they’re secured by the blockchain.

“Artwork” means the artwork, digital content or other collectible that is provided by you via the Sites and is linked to the NFT. (Including but not limited to designs, drawings, prints, images in any form or media, including without limitation videos and photographs);

“Attached Item” means any one or more of the item that attached to the NFT including but not limited to any goods, services, award, membership, ticket, right of use, rights, licenses and products. Deliver and maintain such Attached Item may not be part of our Services. Please also see “Third Party Services”.

3 User Representations and Undertakings

Your use of the Services (or any part thereof) is dependent on the fact that you hereby represent and warrant that:

You will not rely on ACM Labs and fully understand that we do not provide any endorsement, support, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any goods, services, information or content that may be available to you.

You will obtain appropriate professional advice (including legal, accounting, commercial and any other advice) to protect your interests before engaging in any matter in which you may benefit from such advice. You acknowledge that there is no professional relationship (including any attorney-client or advisor-advisee relationship) between you and ACM Labs or any other Users, unless you and any such User specifically agree otherwise, and that you may not solely or fundamentally rely on any information, content or any features you find on or through the Services.

You will not using the Service(s), the Content and the NFT:

• for any unlawful purpose;
• to solicit others to perform or participate in any unlawful acts;
• to violate any international, rules, laws, or local ordinances which apply in part to matters not governed by the Hong Kong law;
• to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
• to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• to submit false or misleading information;
• to spam, phish, pharm, pretext, spider, crawl, or scrape; and
• for any obscene or immoral purpose.

4 Privacy Policy 

Our policy and practices and the type of personally information (“Personal Data”) collected are described in our Privacy Policy at: https://www.acmlabs.xyz/privacyPolicy (“Privacy Policy”).

5 Payment Information

ACM Labs provides technical support to deliver the NFT by instruction of the relevant authorized party of each NFT collections. ACM Labs will not handle, receive, review and manage any digital currency and fiat currency payments directly or indirectly involved in such delivery.

Payment methods display on the Sites are provided by third party partners. Verifying such information are not part of our Service. We do not responsible for the use of any particular payment information and payment method made available.

You must not make a payment solely rely on the information and payment method made available to you. If you are in any doubt about any of the payment information please consult your investment adviser, lawyer, accountant or other professional adviser.

6 Digital assets Protocols

You acknowledge that using digital assets, their networks and protocols, involves serious risks. It is your duty to learn about all the risks involved with digital assets, their protocols and networks. Even if we alerts you to some of the risks involved with digital assets, their protocols and networks, we has no responsibility to alert you to all these risks. We has no control over, and we makes no representations regarding the value of digital assets, or the security of their networks or protocols. We makes no guarantee of their functionality, security, or availability.

7 Risk Disclosure

You acknowledge and agree that you shall access ACM Labs and use the Services at your own risk. You acknowledge that by accessing ACM Labs and using the Services you are understand and accept the risks that include, but are not limited to, the following:

• Digital assets and NFTs are not legal tender and are not backed by the government. Legislative and regulatory changes or actions may adversely affect the use, transfer, and value of the digital assets or the NFTs;
• The value of NFTs may be derived from the continued willingness of market participants to exchange digital assets or NFTs or fiat currency, which may result in the potential for permanent and total loss of value of a particular digital assets of NFTs should the market for that digital assets or NFTs disappear.
• Transactions in digital assets or NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. There is limited or, in some cases, no mechanism for the recovery of lost or stolen digital assets or NFTs.
• You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. ACM Labs does not give any advice or recommendations regarding the digital assets or NFTs.
• You acknowledge that there are risks associated with utilizing an Internet-based system including, but not limited to, the failure of hardware, software, and internet connections. You acknowledge that ACM Labs shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when exchanging digital assets via the Services, howsoever caused.

8 Your Ownership of the NFT

Apart from the ownership of the NFT, all other copyrights, trademarks, product names, and logos on the Sites  relating to and including the NFTs and Artwork, are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property right owner.

When you buy or receive an NFT through ACM Labs or the Sites, you own the NFT and have the right to sell or give away the NFT. If the NFT is associated with an Attached Item, you will have the right provided by such Attached Item as agreed when you enter into the transaction so long as you own the NFT specificed and agreed otherwise.

If we cannot deliver the NFT to you for six months starting from the order date, and we are unable to contact you. We will use reasonable efforts to contact you by giving you a written notice, but if we will receive no response from you, we may deliver such NFTs to the relevant authorized person. We are not responsible for holding and safekeeping such NFT and we reserve the right to charge administrative charges from such unclaimed NFTs.

9 Confidentiality and Intellectual Property

The Content, the Service, the Sites, ACM Labs’s proprietary software and any and all intellectual property rights pertaining thereto, including, without limitation text, content, graphics, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, images, designs (including the “look and feel” of the Services and any part thereof), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface, Graphical User Interface(GUI) and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), is/are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of Hong Kong and other jurisdictions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to ACM Labs’s proprietary rights, including ACM Labs ’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in these Terms. The Service(s) is/are also protected as a collective work or compilation under Hong Kong copyright and other laws and treaties. All individual articles, columns, and other elements making up the Service(s) is/are also copyrighted works. The User agrees to abide by all additional copyright notices or restrictions contained in the financial data provided.

Except as expressly approved in writing by ACM Labs’s sole discretion and consistent with these Terms, the User shall not copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services, or any part thereof, except (and solely) to the extent permitted by Applicable Law.

In connection with these Terms, and the User’s use and utilization of the information ACM Labs might provide, and the User might receive, certain “Confidential Information” concerning one or more businesses, products, materials and/or services of ACM Labs. The User acknowledges and accepts that the items on the Sites / Site are highly valuable proprietary material, owned by ACM Labs.

No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. All rights not explicitly granted to you under these Terms are reserved by ACM Labs.

The User agrees to hold at all times (notwithstanding any termination or expiration of these Terms) the items on the Sites / Site in strict confidence and not disclose to any third party any items on the Sites / Site Items, unless approved in writing by us.

10 Amendments to these Terms

ACM Labs may change these Terms from time to time, at its sole discretion and without any notice. The User can review the most current version of these Terms at any time in the Sites / Site. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to the Service(s). It is the User’s responsibility to check the Sites / Site periodically for changes. The User’s continued use of or access to the Sites / Site following the posting of any changes to these Terms constitutes acceptance of those changes. Please note that in the event that these Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.

11 Third Party Services

The Sites may contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

In connection with your use of the Services, you may be made aware of or offered services, Content, features, products, Non-ACM Labs Applications, linked to through certain third party exchanges, websites, offers and promotions provided by third parties (individually and collectively, “Third Party Services”). Such Third Party Services are independent from the Services. You hereby acknowledge that ACM Labs has no control over such Third Party Services, and further acknowledge and agree that ACM Labs is not responsible for the availability of Third Party Services, and does not endorse and is not responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services.

12 Passwords and Security

You are responsible for maintaining adequate security and control of any private keys, public keys, wallet address, seed phase that you use to access your digital wallet. In any case, ACM Labs will not collect private keys and seed phase from you. You will be responsible, and ACM Labs will have no liability, for all activity that takes place with the digital wallet you provided the wallet address to us.

13 Accuracy, Completeness and Timeliness of Information

Occasionally there may be information on the Sites or concerning the Service(s) that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, charges, processing times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information concerning the Service(s) or on any related website is inaccurate at any time without prior notice (including after the User has submitted their order). We undertake no obligation to update, amend or clarify information concerning the Service(s) or on any related website, including without limitation, pricing information, except as required by law.

14 Disclaimer, Indemnification and Limitation of Liability

You, the User, expressly agree that use of the Sites and ACM Labs’s Services, at the User’s sole risk. In no case shall ACM Labs, its parent companies, subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from the User’s use of any of the Service(s) or any products procured using the Service(s), or for any other claim related in any way to the User’s use of the Service(s) or any such product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service(s) or the Content (or product) posted, transmitted, or otherwise made available via the Service(s), even if advised of their possibility, except to the maximum extend permitted by law.

ACM Labs is not responsible for operation of the underlying protocols of digital assets or NFTs and ACM Labs makes no guarantee of their functionality, security, or availability; and if a fork occurs, ACM Labs may temporarily suspend the Services relating to the digital assets affected, and ACM Labs may decide not to support the forked protocol entirely or may not configure its Services to enable you to transfer the affected digital assets.

If this Disclaimer and Limitation of Liability section is deemed to conflict with any other section of these Terms, Disclaimer and Limitation of Liability section supersedes the other section.

ACM Labs may, at its sole discretion and without an obligation to do so, correct, modify, amend, enhance, improve and make any other changes to the Services at any time or to discontinue displaying or providing any content or features without any notice to you.

Presentations, discussion, illustrations, or suggestions from the Sites or from support staff do not constitute any binding promises or investment advice. Support is only available according to the technological and linguistic variables over which the Sites has no control and for which ACM Labs does not assume any responsibility.

The ACM Labs names and logos and all trademarks, tradenames and other intellectual property related thereto appearing on the Sites are the property of ACM Labs and its related entities and cannot be used without ACM Labs’s express prior written approval.

You agree to indemnify and hold ACM Labs and its parent, subsidiaries, affiliates, officers, agents, directors, partners, contractors, licensors, service providers, subcontractors, suppliers, interns and employees harmless from any claim, action, investigation or demand, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising out of or relating to the Services provided to you.

15 Governing Law

These terms of use are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region and the parties submit to the jurisdiction of the courts of the Hong Kong Special Administrative Region.

16 Other Terms

The User agrees that he, she or it is responsible for obtaining and maintaining all computer hardware, software, communications equipment, and access lines necessary to access the Service(s) and/or Tools. The User shall bear all costs and expenses associated with such equipment and resources as well as their rights and obligations under these Terms and the Service(s). ACM Labs is not responsible for any interruption or failure attributable to such computer hardware, software, communications equipment, access lines, or any third party hosting sites that ACM Labs uses.

These Terms constitute the entire terms and conditions between you and ACM Labs relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between ACM Labs and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Service. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of ACM Labs in entering into these Terms.

17 Entire Agreement

These Terms, including the Privacy Policy and other terms, policies and guidelines incorporated by reference, constitute the entire agreement between you and ACM Labs and govern your use of the Service, superseding any prior agreements between you and ACM Labs with respect to the Service.

18 No third-party beneficiaries

ACM Labs and you are not legal partners or agents of each other. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

ACM Labs may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service(s) to a third party without your consent or prior notice to you. Your rights and obligations under these Terms are not assignable. Any attempted or actual assignment thereof without ACM Labs’s prior explicit and written consent will be null and void. In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

19 Legal Costs

You agree to indemnify us for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of ACM Labs. As a result, we will be entitled to charge your ACM Labs Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining Balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific Asset in your account, that Asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.

20 Force Majeure

You agree and understand that in no event shall we are liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

21 Contact Us

You can contact us at info.acmlabs@gmail.com.