BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER NFTLOCKER SOFTWARE, SERVICES, WEBSITES, OR CONTENT YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND OUR PRIVACY NOTICE
The Platform is offered and available to authorized users who are 18 years of age or older who are acting in compliance with applicable law and who are not in breach of this agreement or legal obligations to third parties. The Platforme is unavailable to users who are convicted sex offenders and users who have previously had their account disabled by NFTLocker for violations of these Terms of Service or other applicable policies or notices. If the user is an organization, you affirm you have the right, power, and authority to enter into this agreement on behalf of, and to bind, said organization. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Kiftykit and meet the foregoing eligibility requirements. You represent that you are legally permitted to use the Platform in your jurisdiction including owning, buying, selling or other transacting in Digital Content and interacting with the Platform in any reasonably foreseeable way. Without limiting the foregoing, by using the Platform, you acknowledge and understand that laws regarding Digital Content may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the Platform. You further represent and warrant that you will not use the Platform if the laws of your country of residency prohibit you from doing so in accordance with these Terms of Service. For the avoidance of doubt, the ability to access the Platform does not necessarily mean that the Platform, or your activities through it, are legal under the laws, regulations or directives relevant to your jurisdiction. All of the Platform, or the Services made available through the Platform, may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part in the Platform. The availability of the Platform does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation. By accessing or using the Platform, you explicitly agree that the smart contracts built into the Dapps that comprise the Platform and Services are legally binding and enforceable upon you and the contract counterparty. The Servicefacilitates Your Transactions and does not maintain or store your Digital Content, Your NFTs, or Your personal information.
The Platform facilitates communication between two sets of users: sellers ("Creators") and buyers ("Collectors"). Creators may market their sale of items (further clarified below to include, amongst other things, NFTs, services, and physical goods) and Collectors may peruse and at their option, bid or buy the items. Auctions shall also be governed by the Company Auction Terms (see below), which are incorporated herein by this reference. The actual contract for sale is between the Creator and Collector. The Platform is not a party to the transaction and is not a Creator or a traditional auctioneer, but does usually receive a fee as an Online Service Provider. The Platform has no control over and provides no guarantee related to: the existence, accuracy, quality, safety or legality of the NFTs and items advertised or user content; the ability or legal standing of Creators to sell NFTs and items; the ability of Collectors to pay for NFTs and items; or that any User will complete a transaction or return an NFT or item. Items for sale can include physical goods with or without shipment, and services, as well as digital items such as non-fungible tokens ("NFTs"), smart contracts, and other digital-based goods (collectively, "Digital Content"). Some Digital Content may relate or interface with distributed applications ("Dapps") and blockchains, including Bitcoin, Ethereum, Polygon.
NFTLocker reserves the right to discontinue and/or terminate services, including, but not limited to, account, digital content storage, and/or deletion of an NFT Minted to the blockchain, without refund, if, in our sole discretion, it appears you violated any part of NFTLocker's Terms of Service of Privacy Notice.
PLEASE NOTE THAT SECTION 17 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS OF SERVICE, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN COLLECTIVE ACTION, WHETHER THAT BE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.
Subject to your compliance with any terms required to access particular functionality or third party offerings ("Service Terms") and these Terms of Service, and your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal use of the Platform and related services. This license does not include any resale or commercial use of the Platform data, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of framing, data mining, robots, or similar data gathering, viewing, and extraction tools. All rights not expressly granted to you in these Terms of Service or any Service Terms are reserved and retained by NFTLocker or its licensors, suppliers, publishers, rightsholders, or other content providers. No portion of the Platform may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Platform without express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. You may use the Platform only as permitted by law. The licenses granted by us terminate if you do not comply with these Terms of Service or any Service Terms.
Some Digital Content sold on the Platform may include NFTs. When selling or purchasing an NFT, you agree and understand what characteristics NFTs have and how the following terms apply to their sale. An NFT is a digital tool that can represent real-world objects such as photographs, videos, writings, or music. NFTs are usually built using similar technology to digital currencies. But while digital currencies are usually fungible, NFTs usually are not. Each NFT is coded into a blockchain, and contains built-in methods for evidence of authentication and proof of ownership. When you buy an NFT, the terms of your purchase, and the rights you actually purchase and own, may be limited by the terms or technology of the underlying NFT. Some NFTs may include a right to redeem the physical item to which the NFT relates to. In such instances, once the NFT has been redeemed, the NFT will remain in circulation, but the redemption right will be terminated. It is up to you to confirm your understanding of what you are selling or buying and the license you are receiving which is determined by the Seller in its sole discretion and if no custom license is provided by Seller to Buyer at the point of sale for an item, such as an NFT and its related Content, then the NFT Owner Content License ("NOCL") provided below shall apply as between Seller and Buyer. The license to any purchased NFT is a matter between the Seller and Buyer, and NFTLocker is not a party to the licensing transaction. All licenses and all ownership interests in any Digital Content, such as NFTs, shall pass directly from Seller to Buyer.
You further understand that blockchain transactions are usually not reversible. You understand that NFTs and other Digital Content may only exist by virtue of the ownership record maintained on a blockchain, and further that smart contracts are conducted and occur on decentralized ledgers. NFTLocker has no control over and makes no guarantees or promises with respect to such smart contracts or the functioning of such blockchain or the persistence, or lack thereof, of the NFT or related content. In cases where a transaction involving Digital Content is revealed to be fraudulent or illegal or an infringement, or a Buyer or Seller acts fraudulently or illegally or in an infringing manner, then the defrauded or injured Buyer/Seller shall have no recourse against NFTLocker, but solely against the respective Seller/Buyer.
Sellers of Digital Content are responsible for providing all necessary information in compliance with all applicable law and regulations regarding such Digital Content in applicable listings on the Platform.
The Buyer acknowledges and agrees that Seller (or, as applicable, its licensors) owns all legal right, title, and interest in and to the Digital Content, and all intellectual property rights therein. The rights that the Buyer has in and to the Digital Content are limited to those described in this License. Seller reserves all rights in and to the Digital Content not expressly granted to the Buyer in this License, unless the Seller states otherwise in the description or other location in the NFT or metadata. If the Seller opts to give a license other than what is provided in this Agreement, both Buyer and Seller agree that the interaction is between them and not with Us.
Subject to Buyer's continued compliance with the terms of this License, Seller ("Seller" herein shall refer to the original Seller) grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Digital Content for your Purchased NFTs solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner's rights to display the Digital Content for their Purchased NFTs to ensure that only the actual owner can display the Digital Content; or (iii) as part of a third-party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner's rights to display the Digital Content for their Purchased NFTs to ensure that only the actual owner can display the Digital Content, and provided that the Digital Content is no longer visible once the owner of the Purchased NFT leaves the website/application.
Buyers have no license or rights to make commercial use of the Digital Content. Restrictions. Buyer agrees that they may not, nor permit any third party to do or attempt to do any of the following: (i) modify the Digital for Buyer's Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Digital Content for Buyer's Purchased NFTs to advertise, market, or sell any third party product or service; (iii) use the Digital Content for the Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Digital Content for the Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in Section 4(b) above or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Digital Content for the Purchased NFTs; (vi) attempt to trademark, copyright, create derivative works, or otherwise acquire additional intellectual property rights in or to the Digital Content for thePurchased NFTs; or (vii) otherwise utilize the Digital Content for the Purchased NFTs for the Buyer's or any third party's commercial benefit. To the extent that Digital Content associated with the Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), Buyer understands and agrees as follows: (a) that you will not have the right to use such Third-Party IP in any way except as incorporated in the Digital Content, and subject to the license and restrictions contained herein; The restriction in this Section will survive the expiration or termination of this License. Terms of License. The license granted in Section 4 above applies only to the extent that Buyer continues to Own the applicable Purchased NFT. If at any time Buyer sells, trades, donates, gives away, transfers, or otherwise disposes of the NFT they purchased for any reason, the license granted in Section 4 will immediately expire with respect to those NFTs without the requirement of notice, and Buyer will have no further rights in or to the Digital Content for those NFTs. Any secondary transfer of the Purchased NFT and its related Digital Content is prohibited and null and void unless the acquirer or Buyer as the case may be, agrees to and takes subject to this License Agreement and evidence of the same is provided in writing to the Seller immediately upon transfer. This license agreement is governed by California law. Exclusive jurisdiction for any and all disputes related to or arising out of this license agreement, or breaches of the same, shall be in Sarasota County, state and federal courts as applicable. The license terms in section 4 apply unless the Seller describes a license in the description or elsewhere in the listing of their NFT. The seller's terms will supersede this agreement.
You agree that you will not violate any law, contract, intellectual property, or third party right, including, and that you are solely responsible for your conduct and content while accessing or using the Platform and or Service(s). You agree that you will abide by these Terms of Service. You understand and agree that You are prohibited from, and will NOT:
Provide false or misleading information, as determined by Us; Use or attempt to use another User's account without authorization from such User and Us; Attempt to circumvent any content-filtering techniques We employ, or attempt to access any feature or area of the Service and/or Platform that you are not authorized to access. Including, but not limited to, engaging in any act, such as translation, decompilation, or reverse engineer any aspect of the Service and/or Platform, or otherwise attempt to obtain access to source code or private information of any software located on the Platform and/or that are part of the Services; or bypass or circumvent measures employed to prevent or limit access to any part of the Service and/or the Platform, area, or code of the Service and/or Platform. Engage in any act that may utilize the following, including, but not limited to, any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not directly authorized by Us to access the Service and/or Platform for any purpose, including, but not limited to extracting data or otherwise interfering with or modifying the any aspect of the Service and/or Platform, as subjectively determined by Us; Use data collected from our Service and/or Platform to contact individuals, companies, or other persons or entities; Collect or use data from our Service and/or Platform for any direct marketing activity (including, but not limited to: email marketing, SMS marketing, telemarketing, and/or direct marketing); Bypass or ignore instructions that control any automated access to the Service and/or Platform; Engage in any act that may utilize the Platform/Service, Ethereum, Polygon, or other blockchains or Networks to carry out any illegal activities, including but not limited to, money laundering, terrorist financing, or engage in activities designed to adversely affect the performance of the Ethereum, Polygon, or other network, and/or the Service/Platform; Engage in (i) transactions including, but not limited to, transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (ii) use NFTLocker content without express written consent from Us; and (iii) engage in any action that implies an untrue endorsement or affiliation with NFTLocker; Download any portion of the Platform/Service other than for purposes of page caching, except as expressly permitted by Us; Log in or attempt to log in to access the Service and or Platform through unauthorized third party applications or clients; Commit any act that is likely to deceive any person or impersonate any person or misrepresent your identity or affiliation with any person or organization; or promote any illegal activity, or advocate, promote or assist any unlawful act;
These Content Standards apply to all Users and use of the Services. Users must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Users must not upload Content that:
contains any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; provokes the viewer into committing crimes and carrying out violent acts. This might be material that instructs, promotes or incites violent acts; promotes terrorism or encourages terrorist acts; Infringes on any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Notice; promotes any illegal activity, or advocate, promote or assist any unlawful act; causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; is likely to deceive any person or impersonate any person or misrepresent your identity or affiliation with any person or organization; or involves commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising
When listing an item for sale or license with our Services, you agree to comply with the Listing Standards, set forth below:
You assume full legal and financial responsibility for the item offered and the accuracy, legal compliance, and content included with the listing and for the terms of sale, license and offer language, and smart contracts used. You represent, covenant, and warrant that you own or lawfully possess all the intellectual property, use of likeness, and other rights in the item or content listed for sale such that you are in full legal compliance worldwide and not infringing on third party rights of any kind. You represent, covenant, and warrant that the offer or sale of your item does not constitute a security or an illegal lottery or a deceptive, unfair, or illegal business practice. Your listing may not be immediately searchable by keyword or category for several hours (or days in some circumstances). Company does not guarantee exact listing duration. Your fixed-price listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or Company, in its sole discretion. Content that violates any Company policies may be modified, obfuscated or removed at our sole discretion. We may revise product data associated with listings to supplement, remove, or correct information. You agree not to market, sell, offer for sale, or otherwise engage in transactions related to child pornography. We strive to create a marketplace where Buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to: Buyer's location, search query, browsing site, and history; item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query; Seller's history, including listing practices, Seller ratings, Company policy compliance, feedback, and defect rate; and number of listings matching the Buyer's query. To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the Buyer. Some advanced listing upgrades will only be visible on some portions of the Marketplace. Duplicate listings may also affect whether your listing appears in search results. We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other Sellers. For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, Company may require the use of certain payment methods. For example, for inventory covered by authentication services, Buyer and Sellers may be subject to escrow and/or payment handling requirements. You will not sell and will promptly remove all listings for any product if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency applicable to you. Company has no responsibility or liability for the legitimacy, validity, existence, of any product that is listed or sold through the Marketplace.
When purchasing an item for sale on our Marketplace, you agree to comply with Company's purchase standards for Buyers, set forth below:
You are responsible for reading the full item listing before making a bid or committing to buy and you are fully responsible for legal compliance and paying any applicable taxes. You enter into a legally binding contract to purchase an item when you commit to buy an item for buy-now listings, or you have the winning bid (or your bid is otherwise accepted) for auction listings. We do not transfer legal ownership or license of items from the Seller to you. Legal transfer of license is affected by the Seller. California Commercial Code Â§ 2401(2) and Uniform Commercial Code Â§ 2-401(2) as applicable apply to the transfer of ownership between the Buyer and the Seller, unless the Buyer and the Seller agree otherwise.
We have the right to:
remove or refuse to post any User Contributions for any or no reason in our sole discretion; take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service (including the Content Standards set forth below), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Marketplace or the public, or could create liability for the Company; disclose your information to any third-party claiming that your User Contribution violates their rights, such as intellectual property rights or right to privacy; take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Marketplace; or terminate or suspend your access to all or part of the Marketplace for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using or posting any materials on or through the Marketplace. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on or through the Marketplace and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
If a Buyer or Seller issue arises, we may consider a variety of factors, including specific circumstances regarding the issue, or a user's performance history, in applying our policies. In our effort to do the best thing for both Buyers and Sellers, we may decide to be more lenient with policy enforcement. The foregoing does not limit our right to refuse, modify, or terminate all or part of our services to anyone, or to terminate this agreement with any user, for any reason at our sole discretion.
You are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray NFTLocker, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking platform does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.
To access the Platform, Platform resources, the Service, links or other content, You may be asked to provide certain registration details or other information. It is a condition of Your use of this Site that all the information You provide will be correct, current, and complete. If We subjectively believe the information You provide is not correct, current, or complete, We have the right to deny access to the Platform and the Services, and to terminate or suspend Your access at any time.
In order to participate in certain Services and secure any additional applicable benefits, the Platform may require You to create an account with NFTLocker ("Account"). You agree to only create one (1) Account. You agree to provide, maintain and update true, accurate, current and complete information about Yourself. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including, but not limited to; using another person's username, password or other account information, or another person's name, likeness, voice, image or photograph.
You understand and agree that access to your NFTLocker Account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your NFTLocker Account to any person without our prior written permission from NFTLocker.
You may use this Site and the Services only for purposes expressly permitted by this Agreement. As a condition of Your use of the Platform and Services, you warrant to Us that you will not use the Platform for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices.
You understand and agree that You are solely responsible for maintaining the security of Your Account and control over any user names, passwords, or any other codes that You use to access the Services and/or Platform. Any unauthorized access to Your Account by third parties could result in the loss or theft of NFTs held in your Account and any associated accounts. You understand and agree that you will not hold Us responsible for managing and maintaining the security of your Account. You further understand and agree that We are not responsible (and you will not hold Us responsible) for any unauthorized access to or use of Your Account or any compromise of Your private key. You are responsible for monitoring your Account. You agree to notify us immediately of any unauthorized use of your password, username, other account information, or any other breach of security that you become aware of involving or relating to the Platform and/or Services. NFTLocker will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your name, password and/or Account. .
You are the owner of the imported digital wallet. We assist you in connecting a wallet for your convenience. As such, NFTLocker is unable to block any transactions into the wallet.
You agree that you are solely responsible for determining what, if any, taxes apply to your NFT and/or Smart Contract and/or transactions related to them. Neither NFTLocker nor any other NFTLocker party is responsible for determining the taxes that apply to your NFT and/or transactions related to it. For the avoidance of doubt, all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility. Please contact a tax professional for more information.
You agree and understand that We will communicate with You via electronic means. To ensure that you receive all communications, You agree to keep Your email address current and notify Us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to Your email address on record are considered valid.
You agree that you will not use the Platform and/or Services in any manner that could in any way disable, overburden, damage, or impair the Platform and/or Service or otherwise interfere with any other party's use and enjoyment of the Platform and Service. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Platform and Service.
You acknowledge and agree that the Platform and Service, including any necessary software used in connection with the Platform and/or Service, contain proprietary and confidential information that is the property of NFTLocker and its licensors and is protected by applicable intellectual property and other laws. No rights or title of or to any of the content or Software used in connection with the Platform and Service is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Website or advertisers is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Platform or its advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform, Service, or Software, in whole or in part. You also acknowledge NFTLocker's exclusive rights in the Platform and Service's trademarks and service marks.
Wallets allow you to store, track, transfer, and manage your digital assets. Services and supported assets may vary by jurisdiction. Additional rules associated with third party wallets and outside product(s) and service(s) may apply and may be outside the control of NFTLocker. We do not have access to private keys or seed phrases where a third party digital wallet (i.e.MetaMask) is used.
You understand and agree that you will not hold NFTLocker liable for transferring, safeguarding, or maintaining your private keys, wallet, or any associated digital asset(s). If you lose, mishandle, or have private keys stolen, you acknowledge that you may not be able to recover associated digital assets, and that NFTLocker is not responsible for such loss. You agree that NFTLocker is merely a facilitator of services to assist you. You acknowledge that NFTLocker is not responsible for any loss, damage or liability arising from your failure to comply with these Terms.
NFTs are stored on IPFS at User direction. By uploading Content on the Platform or using Our Services, You agree that, in doing so, you are asking NFTLocker to facilitate the storage of your Content for you on IPFS. Moreover, You agree that the act of uploading your Content on Our Platform or by using Our Services, You are directing NFTLocker to Mint your NFT to the blockchain.
When you give NFTLocker instructions to Mint an NFT, you cannot withdraw your consent as your NFT will Minted to the blockchain.
Without limitation, NFTLocker may terminate or suspend your right to use the Platform/Services if you breach the Terms of Service or Privacy Notice, or should We otherwise determine that you have engaged in inappropriate and/or offensive behavior or behavior that may negatively impact NFTLocker or the Platform and/or Services. Should NFTLocker terminate or suspend your right to use the Platform/Services for any of these reasons, you will not be entitled to any refunds. Upon termination of your access and/or Account, your right to use the Services and Platform will immediately cease. In addition to terminating or suspending your Account, NFTLocker reserves the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress. Even after your right to use the Platform/Services is terminated or suspended, these Terms of Service will remain enforceable against you.
This Terms of Service is effective indefinitely, unless terminated in accordance with the below. We may terminate this Terms of Service by giving written notice fourteen (14) days prior via email to your registered email address. However, we may also terminate this Terms of Service on less notice or with immediate effect in the following scenarios: We are required to do so by law or a court order; a governmental authority requires us to do so to comply with anti-money laundering or counter-terrorism financing obligations; we have reasonable grounds to believe you are carrying out a prohibited or illegal activity; we are unable to verify your or your business's identity, or any other information regarding your account; or you are otherwise in breach of a material contractual obligation, or seriously or persistently violating any provisions of these terms in any other way.
You may terminate this Terms of Service by closing your account. Termination of this Terms of Service shall not affect the rights or liabilities of either party accrued until termination and/or any terms intended (expressly or implicitly) to survive termination. If there are pending payment transactions at the time the termination takes effect, they will be processed pursuant to these terms unless prohibited by law. As of the effective date of the termination, you will be unable to utilize Our Services.
All payments are non-refundable.
Payments on NFTLocker are processed via Stripe and are subject to the Stripe Connected Account Agreement , which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms of Service and/or continuing to utilize the Platform, you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of NFTLocker enabling payment processing services through Stripe, you agree to provide Stripe with accurate and complete information. NFTLocker does not access or share the Personal Data you provide to Stripe.
When you provide payment information for purchasing credits, a Subscription, or other Services to Stripe, you represent that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize Stripe to charge your credit card or to process your payment for any credits, a Subscription, or Services purchased, or other fees incurred by you. You agree to notify Stripe promptly of any changes to your credit card account number, its expiration date, and/or your billing address, and you agree to notify NFTLocker promptly if your credit card or payment account expires or is canceled for any reason. As the account holder and/or User, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your account, including, but not limited to, your family or friends. If your use of the Services is subject to any type of use or sales tax, then NFTLocker may also charge you for those taxes.
Minting, buying, selling, and/or transferring NFTs may be subject to fees, commissions, and other charges ("Fees"). At the time of this document's creation, Ethereum, Polygon, and other blockchains require the payment of a transaction fee for every transaction that occurs on their individual networks ("Gas Fee"). The Gas Fee funds the network of computers that run decentralized networks. Collection Owners may collect primary sale royalties directly from NFTLocker if you sell on or through the NFTLocker Platform, but may not receive the royalties if you sell on another public marketplace. Marketplaces other than NFTLocker have no affiliation with NFTLocker. Rather the affiliation is between the User and the public marketplace itself and the User should look at the terms of service and privacy policies of these marketplaces. You acknowledge and agree that NFTLocker may collect a 10% fee on primary sales, even on other public marketplaces, to be paid by the seller and You agree that NFTLocker is not required to pay Users out of this fee. This fee helps Us pay for resources that help us keep information secure, pay for gas fees, and help us run the Platform.
You understand and agree that you are responsible for any User Content you submit or contribute, and you, not NFTLocker, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to You or any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other User on the Platform.
You agree that NFTLocker is acting as a passive conduit for your NFT publication, Minting, distribution, purchase, and transmission to a public market or a third-party wallet of your Content.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES, OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NFTLocker HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. N-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NFTLocker MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NFTLocker MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WHETHER ORAL OR WRITTEN, OBTAINED FROM NFTLocker OR THROUGH THE PLATFORM AND/OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM/SERVICES. YOU UNDERSTAND THAT NFTLocker DOES NOT INQUIRE INTO THE BACKGROUND OF ANY USERS, NOR DOES NFTLocker MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. NFTLocker MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES AND/OR USERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM AND/OR SERVICES.
THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND/OR SERVICES REMAINS WITH YOU. NEITHER NFTLocker NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM AND/OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM AND/ORSERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NFTLocker HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
We neither own nor control outside wallets, data storage companies, outside marketplaces, the Ethereum, Polygon, or other networks, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform and/or Services. We are not liable, and You agree not to hold Us liable, for the acts or omissions of any such third parties, nor are we liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You agree to pay the costs of defense, indemnify and hold harmless the NFTLocker, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, successors and assigns, from and against any claims, liabilities, damages, judgments, losses, costs, debts and fees (including reasonable attorneys' fees) arising out of or relating to: your violation of any third-party right; your provision of false or misleading information; your violation of any law or regulation; your violation of these terms; your breach of any representation or warranty; your negligent or willful misconduct; or your use of or access to the Platform, including, but not limited to, your User contributions, any use of the MPlatform other than as expressly authorized in these Terms, or your use of information obtained from the Platform.
If you have a dispute with one or more Users, you release NFTLocker (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. By entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
NFTLocker respects the intellectual property rights of others and expects our Users to do the same. To that end, in accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. Â§ 512, NFTLocker has implemented procedures for reporting instances of copyright infringement.
If you are a copyright holder, or its authorized representative, and believe in good faith that content residing or accessible on or through our Platform or Services infringes your copyrighted work, you may submit a notice of copyright infringement, A DMCA notice.
NFTLocker will respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act ("DMCA"). We will not actively prevent copyright owners from gathering the necessary information for such notices. For NFTLocker to respond, the complaint must provide, in writing, all the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; A description of the copyrighted work that you claim has been infringed; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; For example, a URL, name of item, blockchain address, transaction has, block number, Your address, telephone number and e-mail address; A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and A statement by you, made UNDER PENALTY OF PERJURY, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Please be aware that, pursuant to 17 U.S.C. Â§ 512(f), you may be liable for any damagesâ€”including costs and attorneys' fees incurred by Us or our Usersâ€”if you knowingly materially misrepresent that content or activity is infringing. You may therefore wish to seek the advice of legal counsel before submitting a notice of copyright infringement.
It is NFTLocker's policy, at its discretion, to terminate the accounts of Users who may infringe or repeatedly infringe the copyrights of third parties, Burn any Content Minted to a blockchain, as well as cancel any service that may host the alleged infringer's NFT.
Please note that we may forward the notice of copyright infringement (or information contained therein), as well as the Complainant's contact information, to the User who posted the allegedly infringing content. Additionally, if we remove or disable access to the content pursuant to a valid DMCA notice, NFTLocker will notify the User that the content has been removed or disabled.
Without limiting any portion of this Agreement, the Platform, software, and certain Services may be subject to export controls imposed by the U.S. and may not be downloaded or otherwise exported or re-exported into (or otherwise shared or sent to any national or resident of) a country subject to U.S. embargo; (b) to any person listed on the Office of Foreign Assets Control ("OFAC") Specially Designated Nationals ("SDN") list; or (c) the U.S. Commerce Department's Table of Denial Orders. If you use the software, Platform, and/or Services, you represent and warrant that you are not on any of the above-referenced lists or otherwise located in, or subject to the control of, any such country on any of the foregoing lists.
NFTLocker operates in Florida and this agreement shall be treated as though executed and performed in Sarasota, Florida. These Terms of Service, your use of the Platform and/or Services, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms of Service shall be governed by the laws of the State of Florida, as if these Terms of Service are a contract wholly entered into and wholly performed within the State of Florida. YOU UNDERSTAND AND AGREE THAT YOUR USE OF NFTLocker AS CONTEMPLATED BY THESE TERMS OF SERVICE SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF FLORIDA AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.
You may not assign, delegate, or transfer these Terms of Service, by operation of law or otherwise, without NFTLocker’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. No third-party beneficiaries. NFTLocker may assign, delegate, or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.
All matters relating to the Platform and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule whether of the State of Florida or any other jurisdiction.
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Platform shall be brought exclusively in Florida, in each case located in the County of San Francisco, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
(a) ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND US OR ANY OF OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERMS (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY JAMS before a retired judge in Sarasota, Florida under the applicable JAMS arbitration rules and will be administered by the before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration is subject to the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between you and us. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit us from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve ours or our licensors’ rights in and to intellectual property or confidential information.
(b) IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S)
If a Buyer or the owner of a payment instrument initiates a return, cancellation, direct debit reversal, Buyer protection claim, or otherwise asks their financial institution to open a payment dispute (all referred to solely within this paragraph as "Dispute") in connection with a transaction, you agree that we may investigate and, at our discretion, re-present the Dispute with the payment method providers. You agree to provide timely information to assist in our Dispute investigations and understand that your failure to provide requested information on the timeline we require and as specified by credit and debit card networks' and other payment service providers' rules could adversely impact the outcome of an investigation, including forfeiture of the amounts in dispute. You will not contest the resolution of any Dispute that we investigate and/or re-present, nor will you reopen resolved Dispute investigations. You authorize us to pay on your behalf any amounts resulting from a Dispute, including costs and fees associated with re-presentment
These Terms (and any additional terms, rules and conditions of participation that NFTLocker may post on the Platform and/or Services) constitute the entire agreement between you and NFTLocker with respect to the Platform and/or Services and supersedes any prior agreements, oral or written, between you and NFTLocker. In the event of a conflict between these Terms of Service and the additional terms, rules and conditions of participation, the latter will prevail over the Terms of Service to the extent of the conflict.
The failure of NFTLocker to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform and/or Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms of Service, for any failure or delay in performance, when and to the extent such failure or delay is caused by or results from force majeure events ("Force Majeure Event"), including but not limited to: acts of God, flood, fire, epidemics, pandemics, natural disasters, explosion, war, hostilities, civil unrest, government action, industrial disturbances, shortage of adequate Internet connectivity, telecommunication or utilities breakdown, and other similar events beyond our control. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of such, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event(s) are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this section, we may thereafter terminate these Terms of Service upon fifteen (15) days' written notice.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.