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KINGUIN NFT Marketplace Terms and Conditions

 
1. INTRODUCTION

1.1 These terms and conditions (Terms) are entered into between Kinguin Digital Limited a Hong Kong based company (we, us or our) and you (the User), together the Parties and each a Party. These Terms supplement and incorporate our privacy policy and user knowledge documents posted on the NFT marketplace.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

1.2 We provide a marketplace for Users looking to sell Digital Assets (Sellers) and parties looking to purchase Digital Assets (Buyers). Digital Assets refers to unique non-fungible tokens (NFTs) linked with certain digital media and art (“NFT Media”), implemented on the Ethereum blockchain using smart contracts.

1.3 We are not a wallet provider, exchange, broker, financial institution, or creditor. We provide a peer-to-peer service that helps Users discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, payments, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.

1.4 We are not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Service.

1.5 We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

1.6 The NFT marketplace is available at https://www.kinguin.net/nft/collections and via other channels or addresses (“NFT Marketplace”). The NFT Marketplace uses software provided by Immutable X Pty Limited ABN 36 644 717 840 (“API Provider”).

1.7 In these Terms, the User means (as applicable) (1) the person or entity registered with us as either a Buyer or Seller; or (2) the individual browsing the NFT Marketplace.

1.8 If you are a User using the NFT Marketplace on behalf of an employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
 
1.9 Services like MagicLink, MoonPay or Metamask are not being provided by Us and in no way we are in control of these services or party to any agreements with regards to these services. We shall not be liable for any failure or non-performance of such services, or for any damages or losses incurred in connection with the use of such services.
 

2. ACCEPTANCE AND NFT MARKETPLACE SUMMARY

2.1 These Terms constitute a legal agreement between you and Us and govern your access to and use of the NFT Marketplace, including any content, functionality, and services offered on or through the NFT Marketplace (collectively, the “Services”). By using the NFT Marketplace, Users will be deemed to have accepted these Terms.

2.2 The NFT Marketplace allows Buyers and Sellers to find each other, and advertise, buy and sell NFTs online.

2.3 We provide the NFT Marketplace to Users (including hosting and maintaining the NFT Marketplace) to assist Buyers and Sellers to form contracts for the purchase of NFTs (the Marketplace Services).

2.4 You understand and agree that we only make the NFT Marketplace and the Marketplace Services available. We are not party to any agreement entered into between Users and we have no control over the conduct of Buyers, Sellers or any other User of the NFT Marketplace, including in relation to the sale of illegally obtained NFTs.
 

3. REGISTRATION

3.1 In order to register you must create an account (“Account”) to use the NFT Marketplace. To create an Account, we will require you to provide certain registration information about yourself And we may, in our sole discretion, require you to provide further information and/or documents at any stage during your use of the NFT Marketplace. By creating an Account, you agree to provide accurate, current and complete registration information about yourself, maintain and promptly update your account information as necessary, maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to us, and immediately notify us if you discover or otherwise suspect any security breaches related to the Service, or your account. We may, in our sole discretion, refuse, decline, suspend or disable your access to or use of the NFT Marketplace or your Account, and we reserve the right to reclaim usernames without liability to you. We will block multiple accounts of the same User. Also, you agree that you will not:
  1. Create another account if we’ve disabled one you had unless you have our permission;
  2. Purchase, sell, rent or lease access to your account or username unless you have our written permission first;
  3. Share your account password with anyone; or
  4. Log in or try to log in to access the Service through unauthorized third-party applications or clients.
3.2 You are responsible for the security of your Account and your electronic wallet, and you agree to accept responsibility for all activities that occur under your Account. You must not share your login information or other security related information with any other person or allow any other person access to your Account. If you become aware of any unauthorized use of your password or of your Account, you agree to notify us immediately at […@…].

3.3 For use of the NFT Marketplace Buyers and Sellers will need to generate a link key. This link key will allow Buyers and Sellers to integrate a their cryptocurrency wallet (eg. Metamask wallet) (“Wallet”) with the NFT Marketplace which is necessary to buy and sell NFTs.

3.4 After applying a link key, and integrating Wallet, Buyers and Sellers will be able to use the NFT Marketplace (Registration).

3.5 Users may view and browse the NFT Marketplace without Registration, but will need to register to purchase a NFT from the NFT Marketplace.

3.6 If User loses access to their Immutable X link key or forget the details to the linked Wallet, they will lose access to the NFTs connected to their Wallet. We cannot assist with resetting such details.

3.7 We do not accept liability for any loss suffered by a User in connection with the User losing a link key or a private key. Users should always ensure their Wallet passwords and seed phrases are secure and not shared with any other party.

3.8 When you connect your Wallet, you will need to click on a link on our Website and you are responsible for ensuring your Wallet is accurately linked to the Website. If the link you click on does not contain the Immutable URL https://link.x.immutable.com/, you must not click on it as it may be a hostile link. Clicking on a hostile link may enable someone to obtain your private key and use it to steal your digital assets.

3.9 There are certain Wallets (such as the Magic.link wallet) in which the return data will not show the URL used to initialise the Wallet. The only way to manage the security of the wallet and its assets is to ensure you only click on a link from a trusted website.

3.10 Other Digital Wallets (such as Metamask) will show in the return data the URL and you should check that data to ensure the URL is from Immutable.

3.11 It is vital that you understand and acknowledge that your ownership of the NFTs remains contingent upon you remaining in control of your Wallet. We have no ability to access or restore any seed phrases or private key(s) associated with your Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs.

3.12 By linking your Wallet to the NFT Marketplace, or using any of the NFT Mareketplace services, you are agreeing to our Terms, so it is important that you carefully read and understand them.

3.13 When you link your Wallet to the NFT Marketplace your wallet will generate a private StarkEx key. This private key permits transactions using yourWallet.

3.14 You will be responsible for maintaining the confidentiality of your private StarkEx key and keystore and any passwords to access your Digital Wallet. You will be responsible for all activities that occur using yourWallet. We will not be liable for any loss or damage arising from your failure to comply with these Terms.
 
 
4. TRANSACTIONS
 
4.1 General
  1. The NFT Marketplace allows you to sell, purchase, collect and showcase NFTs on the Ethereum blockchain network. Such transactions will be governed by, and conducted in accordance with, the individual Sales Terms applicable to each such transaction.
  2. Once a Buyer has registered, they may purchase NFTs from Sellers as set out in Listings on the NFT Marketplace. Any purchase made through the NFT Marketplace is an offer by the Buyer to purchase a particular NFT from the Seller for the Purchase Price.
  3. It is the Bu’er's responsibility to check the purchase details, including the selected NFT and Purchase Price, before making a purchase through the NFT Marketplace. The Buyer assumes all risk in any risk in the Intellectual Property associated with an NFT purchased through the NFT Marketplace and should satisfy themselves prior to purchase that the NFT offered for sale is genuine and carries the necessary Intellectual Property rights connected with any design or mark associated with the NFT.
  4. By minting, providing, or selling an NFT through the NFT Marketplace, you hereby represent and warrant that you own all legal right, title and interest in all intellectual property rights to the NFT Media linked or associated with such NFT, or you are legally authorized by the intellectual property owner to mint, provide or sell the NFT on the NFT Marketplace.
4.2 Transaction Format
 
The transactions are conducted in a Fixed Price Sale format. You may enter into a fixed price sale transaction whereby the Seller of the NFT shall list such NFT for sale on the NFT Marketplace at a fixed sale price and the Purchaser may enter into a legally binding agreement to purchase such NFT by committing to buy the NFT at the specified sale price, which offer from the Purchaser to buy the NFT is accepted by the Seller (a “Fixed Price Sale”).
 
In connection with a Sale of an NFT the Seller may set the price of the NFT in any amount in IMX or ETH tokens or any other cryptocurrencies as available on the NFT Marketplace.
 
4.3 Listings
  1. A Seller wanting to sell a NFT must register on the NFT Marketplace. The Seller can then list the NFT for sale (Listing).
  2. When a Seller is creating a Listing, they can choose a price for the NFT (NFT Price). We do not make any representations as to the value of the NFTs listed and have no control over the prices set by the SellerI(c) In consideration for providing access to the NFT Marketplace and providing the Marketplace Services, we may add a service fee (as set out on the NFT Marketplace for Listings) on top of the NFT Price (Service Fee). Part of the Service Fee may include a Protocol Fee and a fee payable to the creator of the NFT (Royalty Fee). Part of the Protocol Fee will be automatically contributed to the $IMX Rewards Pool by the protocol. A Seller may also be liable to pay fees to us if they minted their NFT using our service. We may waive our Service Fee or offer fee free trading from time to time as notified through the NFT Marketplace.
  3. The total price of the NFT Price, plus the Service Fee and any other applicable charges and taxes, including any Royalty Fee, is the price that a Buyer will see on the NFT Marketplace and must pay to acquire a NFT from a Listing (Purchase PrI).
  4. The Listing will automatically populate the details of the NFT based on the NFTs unique ID.
  5. Sellers will not be able to withdraw a NFT from their inventory if it is in a live Listing. Sellers may only remove the Listing (if the NFT the subject of the Listing has not been sold) and then withdraw the relevant NFT from their inventory.
  6. Once the NFT has been sold (as set out below), the Immutable Protocol will transfer the ownership of the NFT to the Buyer and the Seller will no longer be able to withdraw it from their inventory.
  7. Each Seller agrees:
  1. that they are legally entitled to, and capable of, selling the NFTs described in any Listing and have the right to offer up the Intellectual Property associated with any NFT placed in a Listing;
  2. that we may at any time and for any reason remove a Listing from our NFT Marketplace; and
  3. not to engage in any illegal activity, including the sale of stolen or counterfeit assets or wash trading.
  1. In the event that you list an NFT in a Sale on the NFT Marketplace, you acknowledge and agree that:
  1. you must only list an NFT that you Own;
  2. your listing must be accurate, current, complete and include all the relevant information on the relevant NFT;
  3. your listing must not be misleading (including through the omission of any material information with respect to the NFT listed for Sale); and
  4. you acknowledge and accept that any sale of such NFT will be final and that you will not be able to cancel the same or retain ownership in such NFT following the completion of the Sale transaction with respect to the relevant NFT.
We reserve the right, in our sole and absolute discretion, to amend any listing to supplement, remove, or correct information that may be inaccurate or materially misleading.
 
4.4 Conclusion of the transaction
  1. When the Buyer selects a NFT to purchase and pays the Purchase Price on the NFT Marketplace, the offer is deemed accepted by the Seller and results in a separate binding agreement between the Buyer and Seller for the supply of the NFT in accordance with these Terms. Once the payment by the Buyer has been validated, the NFT will appear in ’he Buyer’s inventory almost instantly, but may be delayed due to factors beyond our control, including Force Majeure Events and delays caused by Third Party Inputs.
  2. Title to NFTs will remain with the Seller until the Buyer has paid the Purchase Price in full in accordance with the Terms. From the time the order is placed until title in the NFT passes, the Buyer must not do anything which seeks to create an encumbrance, lien, charge, or other interest over I NFT.
  3. Risk in the NFT will pass to the Buyer as soon as it appears in their inventory. Once risk in the NFT passes, the Buyer will be solely responsible for it.
  4. Upon the acceptance of a Buyer’s offer in a fixed Price Sale, the total sale price for the Purchased NFT (along with all applicable taxes and fees) shall be payable by the relevant Buyer in the relevant fiat currency or cryptocurrency as set forth by the Seller in the relevant Sales Terms. Any payments or financial transactions that you engage in on the NFT Marketplace:
  1. in respect of fiat currency (if available), will be intermediary authorised third-party payment services providers in accordance with their applicable terms of use; or
  2. in respect of cryptocurrency, will be conducted solely through the Ethereum blockchain network or ImmutableX Second Layer Soution Protocol.
In either case, we have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the NFT Marketplace, or any other payment or transactions that you conduct via the Ethereum blockchain network or ImmutableX Second Layer Soution Protocol.

 

5. COMMUNICATION
 
5.1 By using the NFT Marketplace, you agree that we may provide you with notices (including, but not limited to, those regarding changes to these Terms) or other communications, including marketing, relating to your use of the NFT Marketplace electronically via email (in each case to the address that you provide), postings on the NFT Marketplace, SMS message, or telephone call (in each case to the phone number that you provide). By providing us with your email address, you consent to our use of such email address to send you any notices, and it is your responsibility to keep you email address current. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.
 
 
6. PAYMENTS
 
6.1 We make available the NFT Marketplace but we do not process payment for orders on behalf of Sellers as the agent of the Seller.
 
6.2 Buyers agree to pay the Purchase Price at the time of purchase of an NFT.
 
6.3 Buyers must pay the Purchase Price using the Ether currency. Buyers must ensure that their linked Wallet has sufficient funds to pay the Purchase Price.
 
6.4 Buyers must not pay, or attempt to pay, the Purchase Price by fraudulent or unlawful means. In the absence of fraud or mistake, all payments made are final.
 
6.5 Each Seller agrees that when we receive full payment of the Purchase Price from a Buyer, this will constitute payment to the Seller for the NFT a’d the Buyer's payment obligation to the Seller will be deemed completed at that time and the Seller will have no further claims against the Buyer with respect to that payment.
 
6.6 Every transaction on the NFT Marketplace requires the payment of a transaction fee (each, a “Transaction Fee”). Except as otherwise expressly stated in these Terms and/or the Sales Terms, you will be solely responsible to pay any Transaction Fee for any transaction entered into via the NFT Marketplace. .
 
6.7 By buying and selling NFTs on the NFT Marketplace, you agree to pay all applicable fees, including transaction fees, as stipulated on the checkout screen at the time of your puuthorizeou authorise us to automatically deduct any such fees directly from payments to you and/or add fees to your payments where applicable.
 
6.8 Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to the purchase transactions. Unless indicated otherwise in your account or elsewhere in the Terms of the NFT Marketplace, you are solely responsible for paying all network fees. We will not advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Account and Wallet from which you wish to send must hold sufficient NFTs and funds to cover the transaction and its associated network fees, failing which the transaction may be blocked, might fail or result in your value being suspended temporarily or forever.
 
6.9 Any User demanding settlement through one of the third party payment processors agrees thereby for the payment to be made through websites covering the payment systems and states that he/she has read and accepted the terms and conditions available on such websites. To the extent permitted by law, we shall not be liable against the Users for any problems related to payments for which the owners of such sites are responsible, in particular for any delays in processing payments or inability to process them for technical reasons. In such case the User shall contact the applicable payment processor's site in accordance with that website’s terms and conditions.
 
6.10 You agree that you are solely responsible for (i) determining what, if any, taxes apply to your NFT transactions on the NFT Platform and (ii) paying 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 (collectively, “Taxes”) associated with your use of, and transactions conducted on, the NFT Platform. Neither us nor our Affiliates or employees are responsible for determining the taxes that may apply to your NFT transactions. Except for corporate 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 from payments (including servicing fees) made to us pursuant to these Terms [or the Sales Terms].
 
6.11 lf we determine a Buyer should be refunded the Purchase Price in accordance with clause 7 (Refunds), we have the right to refuse to pay the Net Sales Proceeds to the Seller. The Seller acknowledges that we may set off any amounts the Seller owes to us from time to time against any amounts we owe to the Seller.
 
6.12 Users agree that we may refuse to process any payment if we believe that a transaction is fraudulent, invalid, suspicious, or breaches applicable law or these Terms.
 
6.13 This clause 6 will survive the termination or expiry of these Terms.

 

7. REFUNDS
 
7.1 Buyers are not entitled to return NFTs or receive a refund for change of mind or other circumstances.
 
7.2 Certain legislation and consumer protection laws and regulations (Regulations), may confer Users with rights, warranties, guarantees and remedies relating to the provision of the NFT Marketplace by us to Users which cannot be excluded, restricted or modified (Statutory Rights).
 
7.3 Nothing in these Terms excludes that User’s Statutory Rights as a consumer under the Regulations. Users agree that our Liability for the NFT Marketplace provided to an entity defined as a consumer under the Regulations is governed solely by the Regulations and these Terms.
 
7.4 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the NFT Marketplace) are provided to Users without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
 
7.5 This clause 7 will survive the termination or expiry of these Terms.

 

8. INTELLECTUAL PROPERTY RIGHTS AND CONTENT
 
8.1 We may allow Users to, on or through our NFT Marketplace:
  1. post Listings featuring NFTs (“User Content”); and
  2. access and view User Content and the content and information we make available on the NFT Marketplace (“Our Content”),
(together, the Content).
 
8.2 Unless otherwise indicated, we own or license all rights, title and interest (including Intellectual Property Rights) in our NFT Marketplace, Marketplace Services and all of the Content. The use of our NFT Marketplace and your use of and access to any of the Content does not grant or transfer Users any rights, title or interest in relation to our NFT Marketplace or Our Content.
 
8.3 Users must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expressly permitted by these Terms:
  1. copy or use, in whole or in part, any Content;
  2. reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content designated as paid, exclusive or non-shareable content to any third party; or
  3. breach any Intellectual Property Rights connected with our NFT Marketplace or Marketplace Services, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.
8.4 Subject to a User’s compliance with these Terms, we grant Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our NFT Marketplace and Marketplace Services, and access and view any Content for personal use, and any other purpose contemplated by these Terms, in accordance with these Terms. All other uses are prohibited without our prior written consent.
 
8.5 In connection with your use of the NFT Marketplace, you may be able to post, upload, or submit content to be made available through the NFT Marketplace, including NFT Media that is tied to NFTs you wish to sell on the NFT Marketplace as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise made available through the NFT Marketplace, except for rights expressly granted herein. In order to operate the NFT Marketplace, we must obtain from you certain license rights in Your Content so that actions we take in operating the NFT Marketplace are not considered legal violations. Accordingly, by using the NFT Marketplace and uploading Your Content or otherwise made Your Content available, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sub-licensable and transferable right and licence to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now know or later developed) but solely as required to be able to operate and provide services of the NFT Marketplace. You agree that this license includes the right for us to provide, promote, and improve the NFT Marketplace and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services and promote the NFT Marketplace and Marketplace Services in any media, marketing or promotional material. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the NFT Marketplace, and solely for purpose of providing the NFT Marketplace, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other Users of the NFT Marketplace shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the NFT Marketplace; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the NFT Marketplace. By posting or submitting Your Content to the NFT Marketplace, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
 
8.6 Users agree that they are solely responsible for all User Content that they make available on or through our NFT Marketplace and Marketplace Services.
 
8.7 Users represent and warrant that:
  1. they are either the sole and exclusive owner of all User Content or that they have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and
  2. neither the User Content, nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our NFT Marketplace or Marketplace Services will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
8.8 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold Us, the API Provider, API Provider’s suppliers and contractors and API Provider’s Personnel harmless and our past, present and future parent, subsidiaries and affiliates, and our and their respective employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the “Affiliates”), from and against all actual or alleged claims, damages (actual and consequential), awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that we may suffer, incur or otherwise become liable for, that are caused by, arise out of or are related to (a) your use or misuse of the NFT Marketplace, (b) your breach of these Terms, and (c) your breach or violation of the rights of a third party, including as a result of an Intellectual Property Breach, another user or third-party service provider. You agree to promptly notify Us of any such Claims and cooperate with Us in defending such Claims.
 
8.9 The Content is not comprehensive and is for general information purposes only. It does not take into account any User’s specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, to the extent permitted by law, we make no representation or warranty regarding the Content. The Content is subject to change without notice. We do not undertake to keep our NFT Marketplace up-to-date and we are not liable if any Content is inaccurate or out-of-date.
 
8.10 This clause 8 will survive the termination or expiry of these Terms.
 
 
9. WARRANTIES
 
9.1 Users represent, warrant and agree that:
  1. they will not use our NFT Marketplace, including the Content, in any way that competes with our business;
  2. there are no legal restrictions preventing Users from entering into these Terms;
  3. all information and documentation that Users provide to us in connection with these Terms is true, correct and complete;
  4. we provide the NFT Marketplace and any software operating it (including any associated supplier software and Application Programming Interfaces accessed to operate the NFT Marketplace) on an ‘as is’ basis and that we make no representations or warranties regarding the software including that:
  1. the software, including any back-end infrastructure or smart contracts is of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment; or
  2. that the software, including any back-end infrastructure or smart contracts will be uninterrupted, secure, private, error free or free of harmful components or that any error will be fixed in the API;
  3. that any data transmitted to the Software by a User will be secure or not otherwise lost or altered;
  4. we, our Affiliates or Personnel, the API Provider or its Personnel is not liable for any harm of damage suffered as a result of using the software including in respect of trading NFTs via the API, any loss of an NFT Asset, digital assets or tokens, and including in respect of any loss of profit, loss of revenue, loss of opportunities or loss of use, whether due to security breach or cyber-attack, or electronic or technological failure, registration errors or for any other reason;
  1. they understand that the price of NFTs are volatile and subjective, and there are risks associated with purchasing NFTs including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable, and by trading on our NFT Marketplace. Users acknowledge and accept such risks;
  2. they have not relied on any representations or warranties made by us in relation to the NFT Marketplace(including as to whether the NFT Marketplace is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms; and
  3. they will be responsible for the use of any part of the NFT Marketplace, and Users must ensure that no person uses any part of the NFT Marketplace: (1) to break any law (including participating in money laundering, terrorist financing or wash trading) or infringe any person's rights (including Intellectual Property Rights); (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; (3) to develop, utilize, or disseminate any software or interact with the NFT Marketplace in any manner, that could harm, or impair it; (4) use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the NFT Marketplace, extract data or otherwise interfere with or modify the rendering of NFT Marketplace or functionality or (5) in any way that damages, interferes with or interrupts the supply of the NFT Marketplace.
9.2 Seller Warranties
 
 Sellers represent, warrant and agree that:
  1. they are responsible for complying with all laws, rules and regulations which apply to selling the listed NFTs;
  2. they have all rights to each NFT that are listed; and
  3. they will not sell stolen NFTs, NFTs taken without authorisation or otherwise illegally obtained NFTs on the NFT Marketplace.
 
10. EXCLUSIONS TO LIABILITY
 
10.1 Despite anything to the contrary, to the maximum extent permitted by law, we, our Personnel, our contractors and suppliers, will not be liable for, and Users waive and release us, our Personnel, the API Provider, API Provider’s suppliers and contractors and API Provider’s Personnel, from and against, any Liability caused or contributed to by, arising from or connected with:
  1. Users or Users Personnel's acts or omissions;
  2. loss of, or damage to, any property or any injury or loss to any person, loss of profits or loss of expectation, loss of goodwill, loss of business, loss of data or any other indirect or consequential loss or damage howsoever arising;
  3. any use or application of the Marketplace Services by a person or entity other than the User, or other than as reasonably contemplated by these Terms;
  4. any use of the Marketplace Services, including in respect of trading NFTs via the Protocol, including for any loss of an NFT Asset, digital assets or tokens, and including in respect of any loss of profit, loss of revenue, loss of opportunities or loss of use, whether due to security breach or cyber-attack, or electronic or technological failure, registration errors or for any other reason;
  5. any aspect of the Buyer and Seller interaction including the NFTs offered by the Seller;
  6. any NFTs containing viruses or other harmful components;
  7. any works, services, goods, materials or items which do not form part of the Marketplace Services (as expressed in these Terms), or which have not been provided by us, including descriptions of any NFTs pulled from third party sources;
  8. any tax liability you incur as a resulting of buying or selling NFTs on the NFT Marketplace;
  9. their Computing Environment;
  10. any third parties or any goods and services provided by third parties, end users or suppliers, providers or other subcontractors which the provision of the NFT Marketplace may be contingent on, or impacted by;
  11. the Marketplace Services being unavailable, or any delay in us providing the Marketplace Services to Users, for whatever reason; and/or
  12. any event outside of our reasonable control (including a Force Majeure Event).
10.2 This clause 10 will survive the termination or expiry of these Terms.

 

11. LIMITATIONS ON LIABILITY
 
11.1 Despite anything to the contrary, to the maximum extent permitted by law:
  1. we will not be liable for Consequential Loss;
  2. each Party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of that Party's Personnel), including a failure to mitigate; and
  3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Marketplace Services to Users or, in our sole discretion, to us repaying Buyers or Sellers the amount of the Service Fees paid by Buyers of Sellers to us in respect of the supply of the Marketplace Services to which the Liability relates, or where there are no Service Fees paid, $1000.
11.2 This clause 11 will survive the termination or expiry of these Terms.

 

12. TERMS OF USE; PROHIBITED ACTIVITIES
 
12.1 YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE NFT MARKETPLACE OR YOUR ACCOUNT, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE NFT MARKETPLACE OR YOUR ACCOUNT AT YOUR OWN RISK AND ONLY FOR PURPOSES THAT ARE LEGAL PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
 
12.2 We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the NFT Marketplace and the Services offered thereunder in accordance with these Terms. Our grant of such license is subject to the following conditions. When using the NFT Marketplace and the Services offered thereunder, you acknowledge, agree, warrant and undertake not to (and shall not, knowingly or otherwise, authorise, allow or assist any other party to):
  1. use the NFT Marketplace or your Account to perform any unlawful activities that violate such applicable laws or regulations (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or otherwise engage in any immoral activities;
  2. use the NFT Marketplace or your Account if you are not 18 years old (or the minimum age required in your jurisdiction of residence to use the NFT Marketplace), or are temporarily or indefinitely suspended from using the NFT Marketplace, or are a person with whom transactions are prohibited under economic or trade sanctions or embargos;
  3. use the NFT Marketplace or your Account for any commercial use (for example, any business (whether paid or unpaid), advertising, or marketing purposes);
  4. use the NFT Marketplace or your Account to engage in any activity which operates to defraud Us or to provide any false, inaccurate, or misleading information;
  5. use the NFT Marketplace or your Account without fully complying with all of our requests for additional information or documentation from you, which additional information or documentation shall be complete, truthful, accurate and reliable;
  6. use the NFT Marketplace or your Account to conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk or chain messages;
  7. use the NFT Marketplace or your Account to upload content on the NFT Marketplace that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful or deleterious programmes or items of a destructive or deceptive nature;
  8. transfer your Account and the related login credentials to any other party without our prior written consent;
  9. modify or adapt, in whole or any part of, the NFT Marketplace into any other programme or application;
  10. disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the NFT Marketplace or any components thereof;
  11. use any robot, spider, crawler, scraper, script, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, copy, modify or monitor the NFT Marketplace;
  12. use the NFT Marketplace or your Account in any manner that would cause you to infringe any content, copyright, trademark, patent, publicity, moral right, database or other intellectual property rights (collectively, the “Intellectual Property Rights”) that belong to or are licensed to us, our affiliates, or any third-party, and you undertake not to take or attempt to take any action, or claim ownership of any property, that infringes or would infringe upon our intellectual property interests;
  13. use the NFT Marketplace or your Account in a way that could damage, disable, impair or compromise the NFT Marketplace or interfere with other users or affect the reputation of Us;
  14. take any action that imposes an unreasonable or disproportionately large burden or load on Our, or Immutable X infrastructure (including, but without limitation to, our servers, networks, data centres and related or like equipment), nor will you detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the NFT Marketplace;
  15. engage in any other activities deemed inappropriate by us or which are in contravention of these Terms, nor will you do anything on the NFT Marketplace that may be deemed objectionable to, or could harm the reputation or Intellectual Property Rights of, us or our licensors;
  16. provide false, inaccurate, incomplete or misleading information to us or any of our affiliates or third-party services providers;
  17. create Accounts by automated means or under false or fraudulent pretences;
  18. impersonate another person (via the use of an email address or otherwise)
  19. use, employ, operate or create a computer program to simulate the human behaviour of a user (“Bots”), and or use, employ or operate such Bots or other similar forms of automation to engage in any activity or transaction on the NFT Marketplace;
  20. acquire NFTs through inappropriate or illegal means (including, but not limited to, through the use of a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT or selling, swapping or giving away the NFT to someone else;
  21. purchase, sell or facilitate the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the NFT Marketplace;
  22. acquire NFTs through inappropriate or illegal means;
  23. breach our privacy or confidentiality or the privacy or confidentiality of any user of the NFT Marketplace;
  24. create nor register a security interest or encumbrance in or over any NFT;
  25. use the NFT Marketplace or your Account to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance; and
  26. assist another person, entity, contractual arrangement, algorithm or device to do anything prohibited in paragraphs (a) to (y) above (each, a “Prohibited Activity” and collectively, the “Prohibited Activities”).
12.3 Legal compliance
You are responsible for complying with all trade regulations and both foreign and domestic laws as it relates to your access to, and use of, the NFT Marketplace. You will not use the NFT Marketplace or your Account if (a) you are located in a country that is subject to Sanctions or that has been designated by any of the Sanctions authorities as a “terrorist supporting” country or (b) you have been listed on any Sanctions authority’s list of prohibited or restricted parties.
 
12.4 Effect of your breach
If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limited any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your NFTs’ images and descriptions from the NFT Marketplace. If we delete your NFTs’ images and descriptions from the NFT Marketplace, such 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 such NFTs.
 
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE PROHIBITED ACTIVITIES SET FORTH IN PARAGRAPHS (q) TO (u) OF SECTION 12.2, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR NFTs IMAGES AND DESCRIPTIONS FROM THE NFT MARKETPLACE, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY NFTs THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES WITHOUT ANY LIABILITY TO YOU TO REIMBURSE OR REFUND YOU FOR SUCH CONFISCATED NFTs.
 
 
13. TERMINATION
 
13.1 If at any time Users do not agree to these Terms, they should immediately cease using our NFT Marketplace. Before Sellers cease using the NFT Marketplace, they should remove any live Listings from the NFT Marketplace then withdraw any NFTs in their inventory. If Sellers do not remove their Listings, then Buyers may still purchase NFTs from you.
 
13.2 We may suspend User access to the NFT Marketplace or terminate these Terms immediately on written notice to a User, including by suspending a User’s ability to trade NFTs on the NFT Marketplace, if:
  1. at any time, we discontinue our NFT Marketplace, in whole or in part;
  2. Users (or any of their Personnel) breach any provision of these Terms or we reasonably suspect that Users (or any of their Personnel) have breached any provision of these Terms;
  3. there is any reason outside our control which has the effect of compromising our ability to provide the Marketplace Services, including a Force Majeure Event; or
  4. Users are unable to pay their debts as they fall due.
13.3 The agreement between us and Users set out in these Terms will terminate immediately upon written notice by a User, if we:
  1. are in breach of a material term of these Terms, and that breach has not been remedied within 10 business days of being notified by a User; or
  2. are unable to pay our debts as they fall due.
13.4 Upon expiry or termination of these Terms:
  1. we will cease providing the Marketplace Services and the NFT Marketplace to Users; and
  2. any live Listings of yours will automatically be removed.
13.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
 
13.6 This clause 13 will survive the termination or expiry of these Terms.

 

14. DATA COLLECTION NOTICE
 
14.1 We collect personal information about Users in order to enable Users to access and use the NFT Marketplace, to enable Users to perform transactions on the NFT Marketplace, to contact and communicate with Users, to respond to your enquiries and for other purposes set out in our privacy policy.
 
14.2 We may disclose that information to third party service providers who help us deliver our NFT Marketplace (including information technology service providers, data storage, web-hosting and server providers, professional advisors, third party payment processors and our business partners) or as required by law. If you do not provide this information we may not be able to provide Users with access to our NFT Marketplace. In certain circumstances, we may disclose User’s personal information to third parties located, or who store data, outside Hong Kong.
 
14.3 Our privacy policy contains further information about:
  1. how we store and use User’s personal information;
  2. how Users can access and seek correction of your personal information;
  3. how Users can make a privacy-related complaint; and
  4. our complaint handling process.
14.4 By providing personal information to us, Users consent to us collecting, holding, using and disclosing their personal information in accordance with our privacy policy.

 

15. RISKS
 
15.1 Value and Volatility
You understand and agree that your access to, and use of, the NFT Marketplace is subject to certain risks including without limitation:
  1. The price and liquidity of collectible blockchain assets, including the NFTs, are extremely volatile and subjective and may be subject to fluctuations;
  2. (b) Collectible blockchain assets, including the NFTs, have no inherent or intrinsic value;
  3. 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.;
  4. NFTs are not legal tender and are not backed by any government;
  5. Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong wallet addresses;
  6. The value of collectibles, including the NFTs, is inherently subjective, and factors occurring outside the NFT Marketplace ecosystem may materially impact the value and desirability of any particular NFT;
  7. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear; and
  8. NFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of your NFTs.
15.2 Cryptocurrency Risks
 
There are risks associated with using a cryptocurrency, 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 with your electronic wallet. You acknowledge and accept that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the NFT Marketplace, the NFTs or the Ethereum blockchain network, or the Immutable X Protocol, howsoever caused.
 
15.3 Regulatory Uncertainty
 
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the NFT Marketplace, and by extension, the use, transfer, value and potential utility of your NFTs.
 
15.4 Payment Services Provider Risks
 
The NFT Marketplace and the Services offered thereunder will rely on third-party platforms such to perform the transactions for the purchase and sale of NFTs. If (a) we cease to continue any relationship with such platform providers; (b) the terms and conditions or pricing of such platform providers change; (c) we violate or cannot comply with the terms and conditions of such platforms; or (d) any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the NFT Marketplace may suffer.
 
15.5 Your Own Risk
 
You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. We do not give any advice or recommendations regarding the NFTs. You understand and agree that you access and use the NFT Marketplace at your own risk. You understand and agree that We will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the NFTs or the NFT Marketplace.

 

16. DISCLAIMERS
 
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY US, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE NFT MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE NFT MARKETPLACE AND THE NFTs LISTED ON THE NFT MARKETPLACE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
 
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
 
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND THAT YOU INCUR AS A RESULT OF YOUR USE OF THE NFT MARKETPLACE, THE ETHEREUM BLOCKCHAIN NETWORK, THE IMMUTABLE X PROTOCOL, 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 NFT MARKETPLACE, THE ETHEREUM BLOCKCHAIN NETWORK, THE IMMUTABLE X PROTOCOL ,OR ANY ELECTRONIC WALLET. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND FROM ANY ACTION THAT RESULTS FROM YOU PROVIDING AN INCORRECT WALLET ADDRESS.
 
TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CORRECTNESS, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AS TO THE NFT MARKETPLACE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE NFT MARKETPLACE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE NFT MARKETPLACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE NFT MARKETPLACE WILL BE ACCURATE; (IV) THE NFT MARKETPLACE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THORUGH THE NFT MARKETPLACE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
 
NFTs ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ALL SMART CONTRACTS, INCLUDING ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE NFT, ARE CONDUCTED AND OCCUR ON THE DECENTRALISED LEDGER WITHIN THE BLOCKCHAIN NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
 
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTING BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORTING AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM BLOCKCHAIN NETWORK OR THE IMMUTABLE X PROTOCOL, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN FUND LOSSES.

 

17. MISCELLANEOUS
 
17.1 Assignment: We may assign any of our rights or obligations under these Terms without your consent and without prior notice to you. You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be withheld at our sole discretion. Any actual or attempted assignment hereof by User contrary to the terms of these Terms shall be null and void. We may, at our discretion, assign some or all of its rights or obligations to a third party, without consent or approval of User. In the event that we are acquired by, sold to, or merged with a third party entity, we reserve the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.
 
17.2 Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief).
 
17.3 Email: Users agree that we are able to send electronic mail to them and receive electronic mail from them. Users release us from any Liability they may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non -delivery of any document or information and for any damage caused to your system or any files by a transfer.
 
17.4 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (“Force Majeure Event”). In particular, we shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within our control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum network or blockchain or Immutable X Protocol or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables us to provide the NFT Marketplace). It being understood that we shall use commercially reasonable efforts, consistent with accepted practices in the industries in which we operate, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
 
17.5 Governing law: These Terms governed by the laws of Hong Kong SAR. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Hong Kong SAR and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
 
17.6 Notices: Any notice given under these Terms must be in writing addressed to us at the address at the end of these Terms or to the User at the address in their Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email (or, where the time of transmission is not on a business day, 9am on the next business day).
 
17.7 Online execution: These Terms may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
 
17.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship (except to the extent set out in the Payment clause as limited payment collection agent) between the Parties.
 
17.9 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
 
17.10 Amendments. We may, in our absolute and sole discretion, change, update, amend, remove, or discontinue any feature or functionality of the NFT Marketplace, the Services rendered thereunder and the Content with respect thereto at any time without prior notice to you. By continuing to access or use the NFT Marketplace following any such changes to the NFT Marketplace, the Services or the Content taking effect, you will be deemed to have accepted and agreed to such updated NFT Marketplace, Services and Content.
 
17.11 Headings: Section headings and section labels are provided for convenience only, and do not form a part of these Terms and shall not affect in any way the meaning or interpretation of these Terms.