These Terms and Conditions of Service (the “Terms”) are a contract between the recipient of services (“User”, “you” or “your” as the context requires) and TRPPN DAO Ltd., a BVI incorporated company (“Company”, “we”, “us” or “our” as the context requires). The Terms govern your access to and use of the website at https://www.trppn.io/ (the “Site”) and any other software, apps, tools, features, or functionalities provided on or in connection with our services (collectively, the “Services”). The Services include the provision of an application relating to a music social network (the “Platform”).
Your use of the Site and/or Services is governed by the version of the Terms in effect on the date of use. We may make changes to the Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Site, and the revised Terms shall be effective at such time. 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 that apply when you access or use the Services. 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 and the Site, and through other communications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms.
Some Services described in these Terms or on the Site or Platform may not be available in all jurisdictions or to all Users. As our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion and without liability to you as a result.
The following wordsin these Terms are defined below:
1.1 “Affiliate” means any entity that is directly or indirectly controlled by the Company or by any of its parent companies.
1.2 “Content” means content such as text, files, documents, graphics, images, designs, music, software, audio and video.
1.3 “Digital Asset” means any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “digital payment token” or “virtual currency”.
1.4 “User”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (i) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf.
1.5 “Wallet” refers to any relevant and compatible Digital Asset wallet or address giving you independent control of the private cryptographic keys associated with the Digital Assets.
By using our Site and/or Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, then you may not access or use the Site and Services.
Your use of the specificServices may be subject to additional terms and policies as may be posted onthe Site or Platform from time to time. Those additional terms and conditions,which are available with the relevant Services, then become part of your contractwith us if you use those Services. In the event of a conflict between theseTerms and any additional applicable terms we may provide for a specificService, such additional terms shall control for that specific Service.
You must be at least18 years of age to use the Services. If you are at least 13 years old but under18 years old, you may only use the Services through a parent or guardian’saccount and with their approval or oversight. That account holder isresponsible for your actions using the account. It is prohibited to use our Serviceif you are under 13 years old. You must not attempt to access or use theServices if you are not permitted to do so, whether by law or under theseTerms. By using the Services, you affirm, represent and warrant that you havethe right, authority and capacity to enter into these Terms, you meet all ofthe eligibility requirements, and your access and use of the Services shall notviolate any applicable laws including those in your jurisdiction.
5.1 Our Services include:
(a) Services for musicians, bands, DJs, hosts or promoters (“Creators”) to post Content (“Creator Content”) relating to live gigs, parties, concerts and festivals (“Events”) on the Platform;
(b) Access to Creator Content for consumption by users (“Fans”);
(c) Participation on the Platform by Fans, including interacting with Creators and other Fans and posting Content (“User Content”);
(d) Participation on the Platform by Creators including selling Event tickets to Fans;
(e) Issuing the TRPPN token (“Token”); and
(f) Allowing Users to connect their existing compatible Wallet to the Platform and to stake their Tokens on the Platform.
5.2 Goods or services (“Products”) sold by any User (“Seller”) to another User (“Buyer”) on the Platform shall be contracts entered into directly and only between the Seller and Buyer. In relation to such transactions:
(a) The Seller represents, warrants and undertakes that:
(i) It has the full power and authority to provide the Products;
(ii) All Products offered on the Platform (including advertisements and publicity of such Products) are compliant with our Platform Standards as well as relevant laws, including product and venue safety laws, advertisement requirements, customs laws, and minimum age requirements.
(iii) The provision of the Products and related information (including write-ups and photographs) does not and will not infringe any intellectual property rights or any rights of whatever nature of any third party;
(iv) It will not, directly or indirectly, sell stolen, counterfeited, replicas, unauthorized copies, illegal or misbranded, or products violating any intellectual property rights;
(v) the Products provided by the Seller will conform in all respects to the Specifications in the Listing Description Page;
(vi) It shall treat any information provided by the Buyer as confidential unless the Buyer has dispensed of such confidentiality with prior written consent;
(vii) It shall not carry out acts of sabotage against other Sellers; and
(viii) It shall be responsible for all costs and/or expenses incurred in the provision of the Products.
(b) The Seller does not warrant or represent that the Products offered on the Platform are fit for purpose, unless otherwise expressly provided in the Specifications in the Listing Description Page.
(c) The Company reserves the right, in its sole and absolute discretion, to immediately suspend, remove the listing of, refuse to list, or prohibit the listing of, any Product on the Platform.
(d) The Seller will be solely responsible for the Product fulfilment for all sales obtained by the Seller on the Platform. The Company shall not be liable for a Seller’s failure to fulfil a purchase made by a Buyer on the Platform.
(e) The Company does not warrant or represent that the Products are fit for purpose or that they otherwise meet any description or specification provided by the Seller. The Company will not be liable to the Buyer for any loss caused by any inaccuracy in the Seller’s Product Listing Description Page.
(f) Payment for Products must be made in Tokens only, through the smart contract payment application on the Platform. The Company shall not be liable for any payment due or owing between Users.
(g) The prices payable by the Buyer to the relevant Seller for each of the Products shall be specified on the relevant Product Listing Description Page. All listing prices are subject to taxes and duties, unless otherwise stated. The Seller reserves the right to amend the listing prices at any time without giving any reason or prior notice. In the event of a pricing error, the Seller reserves the right to correct the pricing error and (if applicable) charge the Buyer the correct price for the ordered Products, and the Buyer may choose to refund the order in that case.
(h) An order made by a Buyer shall only be deemed to be accepted by the Seller upon the receipt by the Buyer of a message via the Platform acknowledging the Buyer’s order. An accepted order will be deemed to form part of a validly binding contract of sale entered into between the Seller and Buyer. The Seller reserves the right to decline to accept any order received through the Platform in its sole and absolute discretion.
(i) All orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and the Seller shall be entitled (but not obliged) to process such order(s) without the Buyer’s further consent and without any further notice to the Buyer. The Buyer may request to cancel or terminate the order under certain circumstances, which the Seller will endeavour to give effect to on a commercially reasonable effort basis.
(j) Each order accepted by the Seller shall constitute a separate contract.
(k) The Seller or the Company may refuse or reject any order at any time, for reasons which include: (a) non-compliance by the Buyer of any conditions specified at the time of the order; (b) inability to process payment for the Products for whatever reason; (c) unavailability of any ordered Products; or (d) any errors that have been made on the Platform or any errors made in connection with the Buyer’s order.
(l) Where the Buyer has provided information to the Seller or the Company for the purposes of using the Services including making an order (“Buyer’s Information”), the Buyer warrants and represents, as applicable, that
(i) the Buyer has the right to disclose, use and/or license the royalty-free use, of Buyer’s Information;
(ii) the Buyer's Information is accurate; and
(iii) any legal obligations in force that may govern the Buyer’s provision of such Buyer's Information, have been complied with.
(m) The Buyer shall indemnify the Seller and the Company in respect of any loss resulting from the breach of section 5.2(l).
6.1 Our Services enable Users to stake Tokens in order to earn rewards (“Staking Rewards”). Any Staking Rewards are offered on a personal and non-commercial basis. The Staking Rewards received by Users are commensurate to factors relating to participation on the Platform, which may include:
(a) the amount of Tokens staked; and
(b) the duration that the Tokens have been staked for.
6.2 Staking operates as follows:
(a) Users earn Tokens in the course of using the Services;
(b) Users stake Tokens by immobilizing them in their Wallet;
(c) Users choose how many Tokens and how long they wish to stake the Tokens for; and
(d) When Users unstake their Tokens, they unlock their Tokens and earn Staking Rewards. Staking Rewards are distributed in the form of additional Tokens.
6.3 Staking Rewards do not confer or include any ownership, intellectual property or copyright in respect of any of the Company’s Content or Third Party IP (as defined in section 9).
7.1 We want Users to express themselves freely, but not at the expense of the safety and well-being of others. You therefore agree not to use our Site or Services to do or share anything:
(a) That violates these Terms, our Platform Standards or other terms and policies that apply to your use of our Services;
(b) That is unlawful, misleading, discriminatory or fraudulent (or assists someone else in using our Services in such a way);
(c) That you do not own or have the necessary rights to share; and
(d) That infringes or violates someone else's rights, including their intellectual property rights (such as by infringing another’s copyright or trademark, or distributing or selling counterfeit or pirated goods).
7.2 You further agree not to do any of the following:
(a) Circumvent or attempt to circumvent any Fees (as set out in section 15) owed to us;
(b) Use, display, mirror or frame the Services or any individual element within the Services, the Company’s name, the Company’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
(c) Attempt to hack or hack our Services or any of our Users, or upload any computer viruses including worms, Trojan horses, corrupted files, cancelbots, or any other similar software or programs which may damage the operation of another’s computer or property or interfere with the Services;
(d) Attempt to access or search the Services or download Content from the Site or Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data-mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
(e) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(f) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(g) Collect or store any personally identifiable information from the Services from other Users without their express permission;
(h) Impersonate or misrepresent your affiliation with any person or entity;
(i) Violate any applicable law or regulation;
(j) Use the Services (including acquiring Tokens) for the purpose of concealing economic activity, laundering money, or financing terrorism;
(k) Engage in deceptive or manipulative trading activities;
(l) Use the Services to conduct financial activities subject to registration or licensing including, but not limited to, the creation and trading of securities, commodities, options, debt instruments or other financial instruments;
(m) Use the Services by or on behalf of our competitor for the purpose of interfering with the Services to obtain a competitive advantage;
(n) Use the Services to post or transmit any unauthorized material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, or pornographic or is otherwise detrimental to or in violation of our systems, Platform Standards or network security, or those of a third party;
(o) Distribute spam to other Users; or
(p) Encourage or enable any other person to do any of the foregoing.
7.3 If you become aware of any use of the Services in violation of any of the terms specified in this section, please contact us at firstname.lastname@example.org to report it.
Permission to use Content you create and share:
8.1 Content that you (as Creators or Fans) share or upload on the Platform may be protected by intellectual property laws.
8.2 You retain ownership of the intellectual property rights (things like copyright or trademarks) in any such Content that you create and share on the Platform. Nothing in these Terms takes away the rights you have to your own Content. You are free to share your Content with anyone else, wherever you want.
8.3 To provide our Services we need you to give us some legal permissions (known as a "licence") to use this Content.
8.4 When you share, post, or upload Content that is covered by intellectual property rights on or in connection with our Services, you grant us a worldwide, non-exclusive, transferable, sub-licensable and royalty-free licence to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your Content (consistent with your privacy and Platform settings). This means, for example, that if you share a video on the Platform, you give us permission to store, copy, and share it with others (again, consistent with your settings), including with other Users who subscribe to such Content or with our service providers that support our Services. This licence will end when your Content is deleted from our systems.
8.5 Subject to section 8.7, you can delete your Content that you share, post, and upload at any time; and all Content posted to your personal account will be deleted if you delete your account.
8.6 After we begin the account deletion process or receive a Content deletion request, we will commence the process of deleting Content (“Deletion Process”) which may take up to 90 days. If you send Content to trash, the Deletion Process will automatically begin in 30 days unless you chose to delete the Content sooner. While the Deletion Process for such Content is being undertaken, the Content is no longer visible to other Users. After the Content is deleted, it may take us up to another 90 days to remove it from backups and disaster recovery systems.
8.7 The Deletion Process may take longer than 90 days in the following situations:
(a) Where your Content has been or is being used by others in accordance with this licence and they have not deleted it;
(b) Where deletion within 90 days is not possible due to technical limitations of our systems, in which case, we will complete the deletion as soon as technically feasible; or
(c) where immediate deletion would restrict our ability to:
(i) investigate or identify illegal activity or violations of our terms and policies (for example, to identify or investigate misuse of our Services or systems);
(ii) protect the safety, integrity, and security of our Services, systems, our employees, and Users;
(iii) comply with legal obligations for the preservation of evidence, including data we preserve to comply with any record keeping obligations required by law; or
(iv) comply with a request of a judicial or administrative authority, law enforcement or a government agency;
in which case, the Content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis).
In each of the above cases, this licence will continue until the Content has been fully deleted.
Permission to use your name, profile picture, and information about your actions with ads and sponsored or commercial content:
8.8 You give us permission to use your name and profile picture and information about actions you have taken on the Platform next to or in connection with ads, offers, and other sponsored or commercial content that we display across our Services, without any compensation to you. For example, we may show your followers that you are interested in an advertised Event or have liked a page on our Platform. Ads and content like this can be seen only by people who have your permission to see the actions you've taken on the Platform, in accordance with your ad settings and preferences which you can see on the platform.
9.1 Unless otherwise indicated in writing by us, the Service and all Content contained therein or made available through the Service, including without limitation, Creator Content made available on the Platform, the Company logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “the Company’s Content”), are the proprietary property of the Company or our licensors, as applicable.
9.2 The Company and our licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by trademark, copyright and other laws. The appearance and style of the Site and Platform constitutes the trademark of The Company and licensors.
9.3 Provided that you are eligible for use of the Services, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence to access and use the Services, including Creator Content that you are entitled to, solely for your own use in connection with the Services.
9.4 In relation to the Company’s Content, Users agree and acknowledge that they will not do, or attempt to do, the following (“Prohibited Uses”) without the Company’s express prior written permission in each case:
(a) Modify, distort, mutilate, or perform any other modification to the Company’s Content;
(b) Copy, imitate or use the Company’s trademark in whole or in part;
(c) Remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service;
(d) Attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Company’s Content;
(e) Apply for, register, or otherwise use or attempt to use any of our trademarks anywhere in the world;
(f) Use any of the Company’s Content to link to the Service without our express written permission;
(g) Use framing techniques, metatags or other ‘hidden text’ to enclose any of the Company’s Content;
(h) Republish the Company’s Content on any internet, intranet or extranet site or incorporate the Company’s Content in any other database or compilation;
(i) Make commercial use of the Company’s Content, such as selling access to Creator Content, commercializing goods or services that include, contain, or consist of Creator Content (such as incorporating Creator Content in movies, videos, video games or other media for a commercial purpose) or otherwise commercially exploiting Creator Content;
(j) Use the Company’s Content to advertise, market, or sell any third party product or service;
(k) Use the Company’s Content in any pornography, or in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, terrorism or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
(l) Use the Company’s Content in a manner which, in our sole discretion, would be prejudicial to the brand and/or reputation of the Company or Creator; or
(m) Attempt to mint, tokenize, or create an additional cryptographic token representing the Company’s Content.
9.5 It is the Company’s policy to terminate Users and the licence granted to them in appropriate circumstances in the event Users engage in Prohibited Uses or repeatedly infringe or are believed to be repeatedly infringing the intellectual property rights of the Company or third parties. We may also seek legal action against you in such a case. Such unauthorised use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations.
9.6 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. This licence is revocable by us at any time without notice and with or without cause. The foregoing in this section 9 does not apply to your own Content that you legally post on the Site or Platform.
9.7 If you become aware of any Prohibited Uses specified in this section, please contact us at email@example.com to report it.
Where a third party owns the intellectual property, including but not limited to copyright, patents or trade secrets, associated with Content you access through the Service (“Third Party IP”), you acknowledge and agree that:
(a) Provided that you are eligible to use the Services, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence in relation to Third Party IP solely for your own use in connection with the Services;
(b) You may only use the Third Party IP on an “as is” basis, in its current condition when purchased or otherwise accessed;
(c) You may not otherwise modify, edit or change the Third Party IP;
(d) We may pass on additional restrictions based on our licence under the Third Party IP to you, which may affect your ability to use the Company’s Content; and
(e) 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 these Terms and the licence granted herein.
11.1 Tokens or other Digital Assets that you purchase or use in relation to the Services may be held in one or more Wallets of yours. The Company does not operate, maintain, control or have custody over any contents of your Wallet. We accept no responsibility for, or liability to, you in connection with your Wallet and make no representations or warranties regarding how the Service will operate with any specific Wallet. Any issues relating to your Wallet should be addressed to your Wallet provider. We are not responsible for any acts or omissions by you in connection with your Wallet as a result of your Wallet being compromised. You will immediately notify us if you discover or otherwise suspect any security issues related to your use of the Services.
11.2 You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing the Services.
We do not represent,warrant or undertake that we will buy back, redeem, burn or provide any othersimilar features in relation to Tokens or other Digital Assets. However, we maydo any of the foregoing at our discretion. We are not required to warn any Useror third party when we decide to exercise this right.
13.1 You understand and agree that your purchase, sale, holding, receipt and use of any Tokens, other Digital Assets or assets from the Services does not:
(a) Represent or constitute a loan or a contribution of capital to, or other investment in the Company or its Affiliates;
(b) Provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in the Company or its Affiliates; and
(c) Create or imply or entitle you to the benefits of any fiduciary or other agency relationship between the Company, its Affiliates, or any of its directors, officers, employees, or agents.
13.2 You further accept that Tokens shall not under any circumstances be deemed to be or treated as:
(a) A debt or liability of any nature owed by the Company or any of its Affiliates to you or any other entity;
(b) Any form of financial derivative including, but not limited to, a futures contract, forward contract, option, swap or warrant;
(c) A contract for difference of any form or kind or any other contract, the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an asset or an index;
(d) Any commercial paper or negotiable instrument;
(e) Any commodity or asset that any person is obliged to redeem or purchase;
(f) Any note, bond, warrant or other certificate that entitles you to repayment of the purchase price or part thereof, any interest, dividend or any other kind of return on the purchase price or part thereof by the Company, its Affiliates or any other entity;
(g) An interest or share in any investment fund or collective investment scheme;
(h) The pooling of monies with the aim of spreading investment risk;
(i) Entitling you to participate in any profits or gains from the acquisition, holding, management or disposal of assets; and/or
(j) Any security, capital markets product, investment or equivalent terms in any jurisdiction.
You represent and warrant that:
(a) You are knowledgeable, experienced and sophisticated in using blockchain technology, entering blockchain-based transactions and in using the Platform;
(b) You have made enquiries and are satisfied as to the legitimacy, authenticity and lawfulness of your right to acquire ownership of, resell or otherwise deal with Tokens or other Digital Assets;
(c) You will not accept, solicit, offer, or engage with other Users, transact on or off the Platform or otherwise engage with smart contracts, with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of Tokens or other Digital Assets; and
(d) You will not engage in any unlawful or deceptive conduct that may prevent competitive or fair trading, artificially inflate or deflate the price of Tokens or other Digital Assets, simulate demand for Tokens or other Digital Assets, or any other anti-competitive practices.
15.1 You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts, personal or corporate income, profits, sales, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to any such amounts.
15.2 Subject to section 15.3, all payments you make to the Company or other Users under these Terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, Tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:
(a) Ensure that the deduction or withholding does not exceed the minimum amount legally required;
(b) Be liable to pay to us or such other User such additional amount that will result in the net amount received by us or such other User being equal to the amount which would have been received had no such deduction or withholding been made; and
(c) Pay to the relevant Tax authority, within the period for payment permitted by any applicable law, the minimum amount of the deduction or withholding required by law.
15.3 Your purchase and sale of Services or Products may be subject to Goods and Services Tax (“GST”) or Value Added Tax (“VAT”), as applicable.
15.4 We reserve the right to report any activity occurring using the Services to relevant Tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Services.
15.5 We reserve the right to impose any fees, commissions, royalties, and other charges (collectively, the “Fees”) at our sole discretion at any time for your use of our Services, including for access or subscription to Creator Content.
15.6 You agree to pay all applicable Fees and you authorize the Company to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable) directly from your payment.
15.7 All Fees are non-refundable except at the sole discretion of the Company (for Fees within its control) or applicable third parties.
16.1 Unlawful Purposes
Content used primarily or substantially for the purpose of raising funds for terrorist organizations or other criminal conduct is prohibited on the Platform and will be removed.
16.2 Monitoring and Investigations
We are not obligated to monitor access to or use of the Services or to review or edit any Content on the Site or Platform. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable Users’ access to Services or Tokens at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services.
16.3 System Maintenance
We may interrupt your access to the Services at our sole discretion for any reason, including but not limited to, updating, maintenance, malfunctioning equipment or repairing the Services.
You accept and acknowledge:
17.1 The price of Tokens and other Digital Assets can fluctuate significantly. In using the Services, you may lose all your money that you have used in purchasing or otherwise dealing in Digital Assets.
17.2 You have done your research before you decide to purchase, sell, transfer, or otherwise interact with Tokens or any Digital Assets, and are using the Services at your own risk.
17.3 Tokens or other Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of title occurs on the decentralized ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any Tokens or other Digital Assets. Transactions in Tokens or other Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Transactions in Tokens or Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
17.4 The Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
17.5 The Company will not be responsible for any risks to you from using the Services, which include, but are not limited to:
(a) Non-recoverable and/or non-reversible transactions;
(b) Fraudulent and/or fraudulent transactions;
(c) Unauthorized third-party access such as malicious software, hacking, theft, attacks;
(d) Hardware, software and/or internet connection failure;
(e) changes to the protocol or network of the underlying blockchain including changes in operating rules (“Forks”) which may affect the availability, value, functionality and/or name of a Digital Asset;
(f) Regulatory changes which may adversely affect the development of the Services and the use of Tokens or other Digital Assets;
(g) A lack of public interest in the Services which may also negatively impact the potential utility or value of Tokens or other Digital Assets; or
(h) Changes affecting, or decisions taken by, third-party platforms which may support or perform transactions with respect to Tokens or other Digital Assets.
17.6 We are not providing any financial, legal, tax, accounting or other professional advice. Nothing from our Services, including any of the Company’s Content, should be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.
18.1 The Services may allow you to access third-party websites or third-party Content. We provide access only as a convenience and are not responsible for the Content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or Content.
18.2 References to any other products, services, Content, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by the Company.
19.1 If you elect to sell, purchase, or trade any Token or other Digital Assets, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you will be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the Service.
19.2 Your use of the Services is at your own risk. You understand and agree that the Services provided, including any Tokens, assets or Content listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. The Company (and its service providers) make no representation or warranty:
(a) That the Services will meet your requirements;
(b) That the Services will be available on an uninterrupted, timely, secure, or error-free basis;
(c) That the Services or the Company’s Content are lawful, accurate, complete, reliable, safe, error-free, free of other viruses or other harmful components;
(d) As to the value, fairness of price or value of use of Tokens subsequently made available for sale on any third-party platform;
(e) Of title, origin, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Token or the Company’s Content; or
(f) About the identity, legitimacy, authenticity or legal rights of Users to acquire ownership, resell or otherwise deal with Tokens or Content available on the Platform.
19.3 The Company disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law, as to the Service and the Company’s Content.
19.4 We will not be responsible or liable to you for any loss in relation to your use of Services, Tokens or other Digital Assets, or your disclosure of Content online, including but not limited to any losses, damages or claims arising from:
(a) User error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses;
(b) The purchase or inability to purchase Tokens or Digital Assets on the Platform;
(c) Compromised or hacked accounts;
(d) Server failure or data loss;
(e) Corrupted Wallet files;
(f) Unauthorized access to applications;
(g) Any unauthorized third-party activities or breaches of security, including the use of viruses, phishing, bruteforcing or other means of attack against the Services; or
(h) Issues with the blockchain supporting Tokens or other Digital Assets, including Forks, technical node issues, repudiated transactions, migrations or updates.
19.5 The Company will not be responsible or liable to you for any losses when we decide to sell or purchase any quantity of Tokens or other Digital Assets at our sole discretion.
19.6 Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not fully apply to you.
19.7 Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
20.1 To the maximum extent permitted by law, neither the Company, nor its service providers involved in creating, producing, or delivering the Services will be liable for: any incidental, special, punitive, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company or its service providers has been informed of, or could foresee, the possibility of such damage.
20.2 To the maximum extent permitted by law, neither the Company nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Services and any third-party sites.
20.3 To the maximum extent permitted by the law of the applicable jurisdiction, in no event will the Company’s total liability, arising out of or in connection with these Terms or from your use of or inability to use the Services, exceed the amounts you have paid or are payable by you to the Company for use of the Services, or one hundred US Dollars (USD 100) if you have not had any payment obligations to the Company, as applicable.
20.4 The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you.
21.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, 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 are caused by, arise out of or are related to:
(a) Your use or misuse of the Services;
(b) Your violation of these Terms;
(c) Your use or disposal of any Tokens or other Digital Assets;
(d) Your negligence or willful misconduct; or
(e) Your violation of the rights of a third party or of applicable law.
21.2 You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that the Company shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and the Company.
The laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
23.1 We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by the Company. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Services that we deem necessary to meet any applicable laws, regulations or legal processes.
23.2 You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Services, and that you will not be entitled to a refund of any amounts that you have already paid to us.
23.3 Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.
These Terms and any action related thereto will be governed by the laws of Singapore, without regard to conflict of laws of Singapore or any other jurisdiction.
25.1 Mandatory Arbitration of Disputes
You and the Company each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be referred to and finally resolved by arbitration administered will be resolved solely by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. Any arbitration hearings will take place in Singapore, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the SIAC Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.
As limited exceptions to section 25.1 above:
(a) You and the Company both may seek to resolve a Dispute in a small claims court if it qualifies, provided the claims remain only in such court; and
(b) You and the Company each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
25.3 Good faith resolution
You and the Company agree to resolve disputes in good faith prior to either party initiating an arbitration, small claims court proceeding or equitable relief for intellectual property infringement. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
25.4 Arbitration Costs
Payment of all filing, administration and arbitrator fees will be governed by the SIAC Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
25.5 Class Action Waiver
You and the Company each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.
26.1 Our right to purchase Digital Assets
We reserve the right to sell or purchase any quantity of Digital Assets at our sole discretion. We are not required to warn any User or third party when we decide to exercise this right.
26.2 Our right to block access
We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
26.3 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
26.5 No Waiver
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.
26.7 Notices and communications
By using our Services, you consent to receiving electronic communications from us (including email, Platform messages, or other types of messages).
Any notices or other communications provided by the Company under these Terms will be given:
(a) via email; or
(b) by posting to the Platform.
Communication made by email will constitute written notice for the purposes of these Terms when the email is opened and receipt acknowledged (including by way of a mail delivery report or system record confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place.
26.8 Waiver of Rights
The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
26.9 Force Majeure
The Company shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:
(a) any future laws or regulations;
(b) any act of God or war;
(d) any epidemic or pandemic;
(e) hacking or other attack on the Services;
(f) the unavailability, disruption or malfunction of any network or blockchains;
(g) the unavailability, disruption or malfunction of the Internet; or
(h) any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Services to function.
26.10 Rights of Third Parties
Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 of Singapore (as may be amended, supplemented or replaced from time to time) to enforce or enjoy the benefit of any provision in these Terms.
We welcome feedback and suggestions for our Services. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.
If you have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org.