These Platform User Terms of Service (these “Terms”) govern your access to, and use of products, services and properties made available by NFTICALLY.COM. (“NFTICALLY”, “we”, “us” or “our”) on this SaaS Platform. As used herein, the term “you” (including any variant) or “User” refers to each individual user who enters into these Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Terms. NFTICALLY provides its services (as described below) to you through this website, mobile applications (if any), SaaS Platform, and marketplace (the “Platform”), subject to the following Terms of Service (as amended from time to time, the “Terms”). Our products, services and properties include, without limitation, to help you in marketing and sale, of certain digital assets, with and to, potential buyers by enabling you to create your own store(s), marketplace(s), shop(s), or hub(s); our online services, and software provided on or in connection with those services (collectively, the “Service”).
PLEASE READ THESE TERMS OF PLATFORM CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST NFTICALLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
NFTICALLY reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service, or updating the “Last Updated” date at the beginning of these Terms. NFTICALLY shall not be responsible if you fail to receive the communication due to no email id, or incorrect email id provided by you or if you have not updated NFTICALLY of your change in the email id. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review these Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you are free to reject them, unfortunately, that means you will no longer get access to or use the Service.
The Service is an online platform through which anyone can launch their own NFT(s); store(s), marketplace(s), shop(s), or hub(s), which can be used by anyone to Mint, purchase or offer to purchase, and sell or offer for sale or auction of digital artwork as unique Non-Fungible Tokens (“NFTs”) collectively referred to as (“Items”) created on the one or more Blockchain networks utilized by NFTICALLY (each referred to as a “Blockchain Platform”) using smart contracts. You may only create a store or marketplace by registering on the platform & then only participate in the Minting or sale of any Item on the created store or marketplace, as described below. You acknowledge that NFTICALLY grants you a personal, non-exclusive, non-transferrable, non-sublicensable (except to sub-Users registered via the Service), revocable, limited right to access and use the Service through the Platform, which shall be solely used in compliance with these Terms provided herein and to the extent permitted under applicable laws, rules, and regulations.
NFTICALLY offers a platform for creators, collectors, and sellers of digital assets and any products, services and/or benefits, whether digital or otherwise, to be furnished by or on behalf of sellers in connection with such sales. We are not a broker, or a financial institution, or a creditor, or a marketplace. NFTICALLY through its platform powered stores facilitates transactions between the buyer and seller in a peer-to-peer manner and should neither be considered a marketplace nor a party, directly or indirectly, to any agreement between the buyer and seller or otherwise between any Users of the Service.
NFTICALLY offers platform as a service or any other "as a service" form (together as "SaaS"), using commercially reasonable efforts consistent with prevailing industry standards.
You bear full responsibility for verifying the identity, legitimacy, and authenticity of User Content and Items you sell or market through the Services. Notwithstanding indicators and messages that suggest verification, NFTICALLY makes no claims and accepts no liability or responsibility about the identity, legitimacy, or authenticity of User Content and Items offered for sale on or through the platform.
The Service may include the ability for you to make certain content available on or through the Service (“User Content”). All User Content must comply with these Terms.
NFTICALLY does not make any claim to your User Content and you retain all your right, title, interest, and entitlement in the User Content you post, upload, submit or otherwise make available to NFTICALLY, except for rights expressly granted herein. You grant NFTICALLY limited license to access, use, host, cache, store and display your User Content, but solely as required by NFTICALLY for the purpose of operating and providing the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your User Content is stored with us) but do not grant any ownership right or interest to NFTICALLY.
You represent and warrant that such User Content will not jeopardizes the security of your Account or anyone else’s and will not be libellous or defamatory and that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post, or display on or through the Service. You agree that such User Content will not contain material the use of which as permitted herein is violative of copyright or other proprietary rights and all your User Content do comply with these Terms.
Any User Content publicly posted or privately transmitted through the Service is the sole responsibility of the person from whom such content originated, and you access all such content and material at your own risk. NFTICALLY cannot control and has no duty to take action regarding how you may interpret and use the User Content or what actions you may take as a result of having been exposed to the content. NFTICALLY cannot guarantee the identity of any Users with whom you interact in using the Service.
You understand and agree that you are solely responsible for any User Content you provide and you, have full responsibility for such User content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other User on the Platform. We reserve the right, in our sole discretion, to prohibit you from uploading your User Content.
Creator is a User who owns all legal right, title, and interest in all intellectual property rights underlying the Items Minted by the Creator on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Creator has the right to reproduce, prepare derivative the Item, distribute, and display or perform the Items.
Collectors receive a cryptographic token representing the Creator’s Items as a piece of property, but do not own the creative work itself. Collectors may display and share the Items, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Items, excepting the limited license to the Items granted by these Terms or the terms of the store(s), marketplace(s), shop(s), or hub(s) where the Items have been purchased or Collected. Upon collecting Items, Collectors receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Items legally owned and properly obtained by the Collector.
By using the Service to Mint an Item, you hereby appoint NFTICALLY as your limited payments agent for the sole purpose of receiving, holding, and settling payments due and owed to you arising out of (i) the Minting of Items through the Service; and (ii) any Secondary Sale of Items. Subject to these terms, NFTICALLY will process such payments and settle payments that are actually received by NFTICALLY, less any amounts owed to NFTICALLY, including taxes, fees, and other obligations. You agree that a payment received by NFTICALLY on your behalf satisfies the payor’s obligation to make payment to you, regardless of whether NFTICALLY actually settles such payment to you.
Certain features on NFTICALLY may be offered while still in “beta” form (“Beta Platforms”). NFTICALLY will utilize best efforts to identify the Beta Platforms by labeling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Platforms may contain bugs, errors, and other problems.
YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, MONEY, CRYPTOCURRENCY, NFT OR DATA. NFTICALLY or its representatives shall not be responsible for any damage caused to your brand, reputation, revenue, and income because of the beta nature of the Platform. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.
NFTICALLY will fix bugs on the Platforms within the following time frames: (a) “Critical Bug” will be addressed on the highest priority and will be fixed as soon as possible after NFTICALLY becomes aware of such bug through bug automatic reporting process; (b) “other Bugs” will be fixed within a reasonable timeframe (given the nature of the bug) after NFTICALLY becomes aware of such bug.
You will inform NFTICALLY about presence of a bug as soon as you become aware by sending an e-mail to [email protected] or raising a support ticket from your store dashboard. Only a reporting of presence of bug or a support ticket generated through this designated channel shall be considered valid.
After receiving the e-mail or support ticket, NFTICALLY will fix the bug within reasonable timeframe in accordance with the foregoing. NFTICALLY reserves the right to decide the nature of the bugs and will accordingly set order of priority to fix the bug. You agree to adhere to NFTICALLY’s process of reporting and fixing the bug.
Any bug reported outside email or support ticket will not be considered as a reported bug.
NFTICALLY respects the intellectual property of others, and we ask our Users to do the same. NFTICALLY will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to NFTICALLY’s Copyright Agent [email protected] (Subject line: “DMCA Takedown Request”).
If you believe your User Content that was removed due to any takedown request (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, NFTICALLY will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy. In accordance with the DMCA and other applicable law, NFTICALLY has adopted a policy of terminating, in appropriate circumstances and at NFTICALLY's sole discretion, Users who are deemed to be repeat infringers. NFTICALLY may also at its sole discretion limit access to the Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You expressly agree to refund to the Collector and/or NFTICALLY the entire portion of Fees received from the sale of an Item that was subsequently removed from the Site pursuant to an effective DMCA request to which you failed to timely submit an effective DMCA Counter notification. NFTICALLY will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.
You expressly agree to cooperate and timely respond to NFTICALLY’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. You agree to initiate a “burn” transaction upon NFTICALLY’s request for any Item that have been permanently removed from the NFTICALLY marketplace pursuant to a valid DMCA takedown request, or that are otherwise alleged to be infringing.
If NFTICALLY becomes aware of any possible violations by you of these Terms, NFTICALLY reserves the right to investigate such violations. If, as a result of the investigation, NFTICALLY believes that criminal activity may have occurred, NFTICALLY reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. NFTICALLY is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Service, including User Content and Item in NFTICALLY’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce these Terms, (iii) respond to any claims that User Content or Item violates the rights of third parties, (iv) respond to your requests for User support service, or (v) protect the rights, property or personal safety of NFTICALLY, its Users, or the public, and all law enforcement or other government officials, as NFTICALLY in its sole discretion believes to be necessary or appropriate. By agreeing to these Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the Service, including without limitation text, voice, or video communications.
You hereby release and forever discharge NFTICALLY and our officers, employees, agents, successors, and assigns (the “NFTICALLY Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other Users or any Third-Party Properties or Third-Party Applications). If there is a dispute between participants on the Platform, or between Users and any third party, you agree that NFTICALLY is under no obligation to become involved.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You acknowledge and agree that your access and use of NFTICALLY is subject to certain risks, including without limitation:
You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. NFTICALLY does not give any advice or recommendations regarding the Items. You understand and agree that you access and use of NFTICALLY’s Platform and Service are at your own risk. You understand and agree that NFTICALLY will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the Items or the Platform or Service.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless NFTICALLY and the NFTICALLY Entities 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 or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Service, 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 Service, Platform, Platform Content or Items, (b) any Feedback you provide, (c) your breach or violation of these Terms, (d) your violation of the rights of any third party, including another User and (e ) unauthorized access to your Account or the Platform. You agree to promptly notify NFTICALLY of any third-party Claims and cooperate with the NFTICALLY Entities in defending such Claims. You further agree that the NFTICALLY Entities 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 A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND NFTICALLY.
THE SERVICE, PLATFORM CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NFTICALLY MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
TO THE FULLEST EXTENT PROVIDED BY LAW, NFTICALLY HEREBY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE, THE PLATFORM, OR ANY PLATFORM CONTENT ANY OTHER MATERIAL CONTAINED THEREIN.
NFTICALLY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON CONTENT OR MATERIAL OR INFORMATION CONTAINED ON THE SERVICE.
WHILE NFTICALLY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND PLATFORM CONTENT SAFE, NFTICALLY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, PLATFORM CONTENT, OR ANY ITEMS LISTED ON OUR SERVICE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
NFTICALLY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AS A RESULT OF YOUR USE OF THE SERVICE OR ACCESS TO THE PLATFORM OR ON CONTRARY FROM THE IMPOSSIBILITY OF ACCESSING IT. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF USER CONTENT OR ITEMS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS OR ACCOUNT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR ITEMS. FROM TIME TO TIME, NFTICALLY MAY OFFER NEW “BETA” FEATURES OR TOOLS. SUCH FEATURES OR TOOLS ARE OFFERED “AS IS” AND WITH ALL FAULTS, SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT NFTICALLY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
ITEMS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT NFTICALLY OR ANY NFTICALLY ENTITY CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY ITEMS.
NFTICALLY is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of or inherent to the Items. NFTICALLY is not responsible for casualties due to developers or representatives delay or failure to report any issues with any blockchain supporting Items, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
NFTICALLY is not responsible for any losses or harms sustained by you due to non-receipt of royalty in the event of sale of Item in the secondary market which is non-complaint of EIP-2891. NFTICALLY assumes no responsibility and will not be held liable, if you fail to receive the royalty due to abnormal behaviour of software or blockchain or technological reason or any third-party reason beyond the control of NFTICALLY.
NFTICALLY does not guarantee 100% delivery of the Item to you in the event of sale or purchase, as you understand that the transaction takes place virtually and they are inherent to risk. NFTICALLY is not responsible for any losses or harms sustained by you in the event if delivery of the Item fails for unknow reason. NFTICALLY assumes no responsibility for the quality of Item you sell or buy, it is solely the responsibility of the user from whom the Item generates.
As you understand and assume the risk that the legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Items, hence, NFTICALLY assumes no liability in the event you suffer any loss or damage due to change in law in the jurisdiction where you hold and access Item.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NFTICALLY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, PLATFORM, ANY PLATFORM CONTENT, OR ITEMS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF NFTICALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS UNDERTAKEN BY YOU AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. s
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF NFTICALLY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, YOUR ACCESS TO AND USE OF THE SERVICE, PLATFORM CONTENT, OR ANY ITEMS SOLD THROUGH THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO NFTICALLY BY YOU FOR THE SERVICE IN THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
You agree that NFTICALLY, in its sole discretion, without prior notice, may suspend or terminate your Account (or any part thereof) or use of the Platform and remove and discard any User Content or Item within the Platform, for any reason, including, without limitation, for lack of use or if NFTICALLY believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service or for non-payment of charges to NFTICALLY for availing Services or due to unauthorised access to your Account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. NFTICALLY may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. NFTICALLY is entitled to suspend the Service during periods of repair, essential maintenance or alteration or improvement to the Services.
To ensure the provision of quality Service to all our Users and to ensure that the behaviour of some does not disadvantage the other Users, you agree to abide by these Terms. We aim to provide equal access to the Platform and Service to all the Users. If NFTICALLY, solely in its own discretion concludes that you use the Platform or Service in a manner that could damage, disable, overburden, or impair the Platform or interfere with any other User's use and enjoyment of them, then NFTICALLY reserves a right to suspend your Account without any prior intimation to you.
We, at NFTICALLY, strive to promote an environment of peace and respect in the workplace and we aspire to create a positive work culture among our workforces. Harassment of our workforce in particular, is contrary to our basic union principles of solidarity and equality. Harassment can be defined as an unwelcome action by any person, in particular, by you, or your employee, or team members, or vendors, or any person related to you professionally or personally, whether verbal or physical, on a single or repeated basis, which humiliates, insults, or mentally, emotional, or professionally harasses, or degrades any of our workforce. As harassment is cruel and destructive behaviour against others that can have devastating effects, we do not tolerate it, and to ensure NFTICALLY's workplace is free of harassment, we reserve the right to terminate your Account with immediate effect on receiving compliant from any of our workforce about any kind harassment. This will supersede all your rights provided herein.
You agree that any termination of your access to the Platform under any provision of this Terms of Service may occur without prior notice, and you acknowledge and agree that NFTICALLY may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that NFTICALLY will not be liable to you or any third party for any termination of your access to the Platform.
For User support service or additional information regarding your Account, please contact us:
By Generating a support ticket from your store dashboard.
By E-mail:[email protected] during available 24x7 for the reporting or support request
For support on Bugs: Send emails [email protected] available 24x7 [use Subject Line – “BUG ASSISTANCE”]
NFTICALLY will use commercially reasonable efforts to provide technical support to assist the User in using the Platform. Our User support will respond within reasonable time to inquiries received from the Users.
You understand that:
NFTICALLY reserves the right to perform audits of the Platform to the extent necessary to ensure compliance with the applicable laws, rules, and regulation.
You shall seek written approval of NFTICALLY ninety (90) days prior to conducting any audit and security scan of the Platform and it is hereby clarified that, NFTICALLY is under no obligation to grant you an approval for the same. This audit and security scan must be performed by you or a third-party approved by NFTICALLY in writing at your expense. In the event, a third-party is conducting the audit and security scan on your behalf, you shall assume all the obligations and liabilities of such third-party hereunder.
You will specify the kind of tool and time at which any tool is used for audit to NFTICALLY in writing prior to conducting the audit and security scan, if NFTICALLY believes that such tool may affect system performance, you will not be allowed to use such tool. The audit will be coordinated through the NFTICALLY’s internal team and NFTICALLY will be entitled to observe all audit activity. You will not perform any action that may interfere with the uptime or stability of NFTICALLY’s systems or networks.
Any violation of this provision will lead to termination of your Account and your access to the Platform shall be blocked in perpetuity. NFTICALLY shall be entitled to any remedy that may be available to the NFTICALLY under applicable laws.
NFTICALLY reserves the right to require you to provide the results of the audit and security scan conducted of the Platform to NFTICALLY. The performance of the audit and security scan, audit report and any non-public data obtained by you during audit and security scan process shall be treated as a confidential information at all times and you shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such confidential information to any person or entity for any purpose. The audit report and any information gathered by you of NFTICALLY during the audit and security scan process shall be the wholly owned property of NFTICALLY. You agree and acknowledge that in the event of any breach or threatened breach by you of this provision will cause irreparable damage to NFTICALLY. NFTICALLY shall be entitled to any remedy that may be available to the NFTICALLY under applicable laws, including without limitation, to seek (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such obligation, (ii) an injunction restraining such breach or threatened breach; and/or (iii) recover all the losses incurred by NFTICALLY. These remedies available to NFTICALLY are cumulative and are in addition to any other rights and remedies that NFTICALLY may have at law or in equity.
By accepting these Terms, you represent that neither you nor any of your affiliates are listed in any list of sanctioned persons of any sanction authority (including without limitation the list of Specially Designated Nationals and Sectorial or Sanctions Identifications) or owned or controlled by such sanctioned person (together as "Sanctioned Person") and undertake at all times to conduct your business in compliance with applicable sanctions and export control laws and regulations ("Export Laws").
You acknowledge that the use of the Platform or the Items may be subject to Export Laws in the country of your residence or place of business and you agree to apply for relevant import authorization and/or export licenses, as applicable to you. You shall indemnify and hold us and each of our affiliates harmless against any losses, damages, fees, or monetary sanctions imposed as a result of your failure to comply with Export Laws.
You shall comply with all applicable laws and regulations as applicable to prevention of money laundering including without limitation the Anti-Money Laundering Act, 2020 (USA); Proceeds of Crime Act, 2002 (UK); the European Union (EU) Anti-Money Laundering Directive; and the Prevention of Money Laundering Act, 2002 (India).
You shall not use, directly, indirectly, or remotely, the Platform; the Services; the Items; the User Content or the NFTs, in any manner whatsoever for any illegal or unauthorised purposes including for the purposes of giving or receiving bribes, promoting, or supporting corruption or corrupt practices, for laundering money or financial instruments including cryptocurrency or to violate laws or regulations in force.
We have a no tolerance policy for breach of any laws and your association shall stand terminated in case of violation of this provision. In such eventuality, we reserve the right to share all User Account information or any information relating to you as available to us with any law enforcement agencies.
PLEASE READ THE ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Applicability of Arbitration Agreement. You agree that all claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of any Service provided by NFTICALLY that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and NFTICALLY, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized Users or beneficiaries of Services or goods provided under these Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written notice describing the nature and basis of the claim or dispute and the requested relief (“Notice of Dispute”). A Notice of Dispute to NFTICALLY should be sent to: NFTICALLY, 3790 El Camino Real Unit #590 Palo Alto, CA 94306. After the Notice of Dispute is received, you and NFTICALLY may attempt to resolve the claim or dispute informally. If you and NFTICALLY do not resolve the claim or dispute within thirty (30) days after the Notice of Dispute is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with these Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Five Thousand U.S. Dollars (US $5,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offers that NFTICALLY made to you prior to the initiation of arbitration, NFTICALLY will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or NFTICALLY pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and NFTICALLY, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement; and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable; and shall also have the authority to grant motions dispositive of all or part of any claim. The exceptions to the preceding sentence are (1) all disputes arising out of or relating to the class action waiver, including any claim that all or part of the class action waiver is unenforceable, illegal, void or voidable, or such class action waiver has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) all disputes arising out of or relating to the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (3) all disputes arising out of or relating to whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and NFTICALLY. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and NFTICALLY in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND NFTICALLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the courts of USA. All other claims shall be arbitrated.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Right to opt Out. You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to: [email protected] Such notice must be given within 30 days after first becoming subject to a version of these Terms containing an arbitration provision. Your notice must include your name and address, your Account username (if any), NFT store or marketplace URL, the email address & wallet address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of arbitration, all other parts of these Terms will continue to apply to you. Opting out of arbitration has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with NFTICALLY.
Small Claims Court. Notwithstanding the foregoing, either you or NFTICALLY may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within USA, for such purpose.
We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. These Terms, and your access to and use of the Service, shall be governed by and construed and enforced in accordance with the laws of the USA without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the courts of the USA. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause, or provision of these Terms. Your relationship to NFTICALLY is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and any rights and licenses granted hereunder, may not be transferred, or assigned by you without the prior written consent of NFTICALLY, however, we may cede, assign, or otherwise transfer our rights or obligations under these Terms to any third party without your consent and without notice to you. NFTICALLY’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of NFTICALLY and you and are not intended to confer third party beneficiary rights upon any other person or entity.
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