Terms & Conditions

Welcome to our website, www.NFTAVE.io, owned and operated by NFTAVE Inc. (“NFTAVE”). These Terms of Services (“Terms”) govern your access to and use of the Website, our APIs, and any other software, tools, features, or functionalities provided on the Website accessible on a computer or mobile device or in connection with our Services, including without limitation using our Services to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to buy, sell, trade, tokenize, or swap your NFTs in our multi-blockchain marketplace. Through our NFT Academy, our Website Services include providing access to our optional NFT training and certification course curriculum. Upon completion of the curriculum, students will be equipped with a sound understanding of the entire Web3 space and receive a certificate of recognition.

PLEASE READ THESE TERMS OF SERVICES CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. THE SECTIONS BELOW TITLED “RESOLVING OF DISPUTES BY BINDING ARBITRATION”, “JURY TRIAL WAIVER”, AND “CLASS ACTION/CLASS ARBITRATION WAIVER” WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH AN INDIVIDUAL ARBITRATOR RATHER THAN BY A JUDGE OR JURY IN A COURT OF LAW.

BY CLICKING TO ACCEPT AND/OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

We reserve the right, at our sole discretion to modify, discontinue, or terminate the availability of the Website or to modify the Terms, at any time and without prior notice. If we modify the Terms, we will post the modification on the Site with an updated Effective Date. You should periodically review the Terms of Use to determine if there has been any modification since you last accessed the Site. However, by continuing to access or use the Site after we have posted a modification on the Site, you are indicating that you agree to be bound by the modified Terms. We may in our sole discretion also provide you with a Notice of Modification through your on-file e-mail address.

For your convenience, the following index summarizes the topics covered by this Terms of Use.

• Definitions
• Limitations of Our Services
• Eligibility, Accessing, and Using Your Account
• Your Representations and Warranties
• Grant of Registered User License
• NFTAVE’s Intellectual Property Rights in the Website and its Related Technologies
• Intellectual Property Rights of NFT Creators and Third Parties
• NFTAVE’s Right to Display NFTs and Content Posted by You
• Reporting Possible Claims of Copyright Infringement Under the Digital Millennial Copyright Act
• Third-Party Content and Services
• User Conduct Requirements
• No Express or Implied Warranties
• Your Assumption of Risks
• Limitation of NFTAVE’s Liability
• Privacy Policy
• Resolving Disputes by Arbitration
• Indemnification
• Governing Law and Venue
• Termination of this Terms of Use Agreement
• Equitable/Injunctive Relief
• Export Laws
• Survival
• Severability
• Miscellaneous

“Account” means you are accepted as a Registered User by NFTAVE. You may use one or both of the services specified under the Services definition. If you will be engaged in NFT-related commerce through the blockchain, see Section III-C.

“NFT” means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.

“NFT Academy” means the Website’s training program through which users learn about NFTs and blockchains and will earn a certificate of recognition upon successful completion of the program entitling them to sell and buy NFTs on the Website.

“Services” means both: 1) our training Services which enable users to learn about NFTs, smart contracts, blockchain technology, and Web3; and 2) our Services related to providing the technology required for creating and displaying NFTs and facilitating the various ways they can be sold, purchased, traded or minted in using multi-blockchains.

“User”, “you”, and “your” means you as the user of the Services. If you use the Services on behalf of a company or other business entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

“We”, “our”, or “us” means NFTAVE Inc.

We are not a digital wallet provider, exchange, broker, or financial institution. Nor are we in the money Services business or a creditor. Through our blockchain marketplace Services, NFTAVE provides the technical conduit for a peer-to-peer Web3 Services that enables users to tokenize (i.e., mint) their NFT collections and to discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you choose to interact with. Nor do execute or set up purchases, transfers, or sales of NFTs.

We are not a party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using our Services and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on our Website. You also bear full responsibility for complying with all restrictions imposed on your usage of the NFT since the NFT creator retains ownership of all legal rights, titles, and interests in the NFT associated with your purchase absent an executed agreement to the contrary. See Section VI.

Under its NFT marketplace-related Services, NFTAVE helps you explore NFTs created by third parties and interact with different blockchains. However, we do not and cannot make any representations or warranties about this third-party content visible through our Services, including any content associated with NFTs displayed on the Services, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on NFTAVE will always remain visible and/or available to be bought, sold, or transferred.

You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any NFT, collection, or account that you view or otherwise interact with in conjunction with our Services. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Services.

Age Requirement. We require all users of our Website to be at least 16 years old and have their own personal account. By signing up for an account you are representing that you are at least 16 years old. Failure to comply with this requirement may result in immediate termination of your account.

Registered Users. To access our Website you will need a username and password to have a Registered Account. When creating your account, you must provide true, accurate, current, and complete information about yourself whether acting on your own or as the authorized agent of an entity. You may not transfer your account to anyone else without our prior written permission. This includes transfer of an account from one entity agent to another entity agent. You are solely responsible for all activity under your account. Each user email and password can be used by only one individual. You are responsible for maintaining the confidentiality of your login credentials. You are fully responsible for all activities that are associated with your account (including but not limited to any use of any of our Services, or communications from your account to NFTAVE). You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.

Using Our Marketplace Services. To use our marketplace-related blockchain Services to engage in NFT transactions, you must use a third-party digital wallet so that you will be able to engage in blockchain transactions through our marketplace. Your blockchain address functions as your identity on NFTAVE. Accordingly, to obtain a blockchain account to utilize our market-place related Services, you will need both a blockchain address and a third-party digital wallet. Your Registered Account on NFTAVE will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs).

Additional Information. We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, NFTAVE, in its sole discretion, may disable your Account and block your ability to access the Services until such additional information and documents are processed by NFTAVE. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Services.

Disruption of Services Access. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services or other actions that NFTAVE in its sole discretion, may elect to take. If your Account becomes inactive for six months or longer, as determined by NFTAVE in its sole discretion, you understand that NFTAVE may disable your Account.

Communications from NFTAVE. By creating an Account, you consent to receive electronic communications from NFTAVE (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Services and you may opt out of these communications through the Services or through your mobile device’s operating system (with the possible exception of important Services announcements and administrative messages) by following the unsubscribe instructions provided.

If you are establishing an Account on behalf of a business entity, you must have been granted the authority to do so by that business entity.

By using your digital wallet in connection with our marketplace Services, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Digital wallets are not operated by, maintained by, or affiliated with NFTAVE, and NFTAVE does not have custody or control over the contents of your digital wallet and has no ability to retrieve or transfer its contents. NFTAVE accepts no responsibility for, or liability to you, in connection with your use of a digital wallet and makes no representations or warranties regarding how our Services will operate with any specific digital wallet. You are solely responsible for keeping your digital wallet secure and you should never share your digital wallet credentials with anyone. If you discover an issue related to your digital wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated digital wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or digital wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Services or your Account. Use this link to contact us.

You also represent and warrant that you will comply with all applicable laws including, but not limited to, all local, state, federal and other laws when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws.

You also represent and warrant that you are solely responsible for paying any and all applicable taxes associated with the sale of your NFT. You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. NFTAVE is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.

You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, and personal license to access and use the Services, providing however, that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Services, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Services in each case for the sole purpose of enabling you to use the Services as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT in, e.g., a smart contract between you and the applicable seller or creator of the NFT.

All the content displayed on our Website, including without limitation text, software code, graphics, photographs, images, layout, moving images, videos, sound, and illustrations (collectively the “Content”), is owned by NFTAVE, its licensors, agents, affiliates, or the party credited as the provider of the Content. All elements of the Website, including, without limitation, the Websites’ general design, our trademarks, Service marks, trade names (including our name, logos, the Website’s name, and the Website’s design), and other Content, are protected by trade dress, copyright, moral rights, trademark, copyrights, and other laws relating to intellectual property rights. The Website may only be used for the intended purpose for which it is being made available. Except as may be otherwise indicated on the Website, you are authorized to view, play, print and download documents, audio and video found on our Website for personal, informational, and non-commercial purposes only. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Content or the NFTAVE’s trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without NFTAVE’s prior written consent. The use of NFTAVE’s trademarks on any other websites is not allowed. NFTAVE prohibits the use of our trademarks as a “hot” link on or to any other websites unless establishment of such a link is approved by us in advance. The Website, its Content and all related rights shall remain the exclusive property of NFTAVE or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from any of the material found on our Website.

All other third-party trademarks, registered trademarks, and product names mentioned on the Website or contained in the Content linked to or associated with any NFTs displayed by our Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, Services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by NFTAVE.

Additionally, you agree that generally the NFT creator or owner retains ownership of all legal rights, titles, and interests in and to the underlying creation such as a painting, image, song, or book which is sold as an NFT absent any executed agreement to the contrary. You agree to comply with the terms of your NFT purchase agreement which may involve a smart contract between you and the NFT owner in which the owner conveys a limited license to use the content without conveying actual ownership of the content. Accordingly, you agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content usage, while accessing or using the Services.

Additionally, NFTs may also be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on our Website, you may see a third-party link to the creator’s website. Such a website may include Purchase Terms governing the use of the NFT that you will be required to comply with. Again, NFTAVE is not a party to any such Purchase Terms, which are solely between the buyer and the seller of the NFT. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.

By using the Services in conjunction with creating, submitting, posting, promoting, or displaying content, or by complying with our metadata standards in your metadata API responses, you grant us a worldwide, non-exclusive, sub-licensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Services for our current and future business purposes, including to provide, promote, and improve the Services. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Services.

If and when you create, post, promote, or display content, you are representing and warranting that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Services. You represent and warrant that such content does not contain material subject to another’s copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission to use the content or are otherwise legally entitled to post the material and to grant NFTAVE the license described above, and that the content does not violate any laws.

NFTAVE respects the intellectual property rights of others. Per the Digital Millennial Copyright Act (“DMCA”), NFTAVE will respond expeditiously to claims of copyright infringement on the Website if submitted to NFTAVE’s Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, NFTAVE will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.

If you believe that your intellectual property rights have been violated by NFTAVE or by a third party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent listed below:

• A clear description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Website;
• An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not NFTAVE can contact you;
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
• A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf; and
• Your electronic or physical signature.

NFTAVE may request additional information before removing any allegedly infringing material. In the event NFTAVE removes the allegedly infringing materials, NFTAVE will immediately notify the person responsible for posting such materials that NFTAVE removed or disabled access to the materials. NFTAVE may also provide the responsible person with your contact information so that the person may respond to your allegations.

Pursuant to 17 U.S.C. 512(c), NFTAVE Inc.’s designated Copyright Agent is:

Name:

Email address:

Our Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, Services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Services, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of NFTAVE and may be “open” applications for which no recourse is possible. NFTAVE is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. NFTAVE provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or Services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

This Section XI should be reviewed in conjunction with Section III. We are intent on providing all users with an enjoyable and safe experience in using our Services and accessing Web3. However, in doing so, we are dedicated to protecting our users and complying with our legal obligations. As such, we reserve the right to take any action with or without notice if we believe you have violated these Terms. This may include removing your ability to view certain NFTs on the Services or use our Services to interact with the NFTs; disabling your ability to use the Services in conjunction with buying, selling, and/or transferring NFTs available on blockchains; disabling your ability to access our Services; and/or other actions we deem proper and necessary. The following actions by you may result in one or more of the above actions.

• Your using or attempting to use another user’s Account without authorization from such user;
• Your posing as another person or entity, or use a wallet to engage in a transaction on NFTAVE that is owned or controlled, in whole or in part, by any other person;
• Claiming an NFTAVE username for the purpose of reselling it, confusing others, deriving others’ goodwill, or otherwise engage in name squatting;
• Accessing the Services from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Services, unless you have received out authorization to do so;
• Distributing spam, including through sending unwanted NFTs to other users;
• Using the Services – including through disseminating any software or interacting with any API –in any manner that could damage, disable, overburden, or impair the functioning of the Services in any manner;
• Bypassing or ignoring instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to NFTAVE;
• Using our Services for commercial purposes inconsistent with these Terms or any other instructions;
• Using any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
• Reverse engineering, duplicating, decompiling, disassembling, or decoding any aspect of the Services, or doing anything that might discover source code or bypass or circumvent measures employed by us to prevent or limit access to any Services, area, or code of the Services;
• Selling or reselling the Services or attempting to circumvent any of NFTAVE’s systems;
• Engaging in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that NFTAVE might use to sort search results;
• Using the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
• Using the Services for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to you or NFTAVE;
• Using the Services, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
• Using the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
• Using the Services to create, sell, or buy NFTs or other items that give owners rights to participate in an IPO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
• Using the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
• Using the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
• Infringing or violating the intellectual property rights or any other rights of others;
• Creating or displaying illegal content, such as content that may involve child sexual exploitation;
• Creating or displaying NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
• Using the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Services; or
• Using the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services.

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NFTAVE EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NFTAVE (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICES: (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. NFTAVE 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. NFTAVE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES. WHILE NFTAVE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, NFTAVE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICES OR OUR SERVICES PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE NFTAVE PARTIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD NFTAVE RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). NFTAVE AND/OR ANY OTHER NFTAVE PARTY CANNOT EFFECUATE OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

NO NFTAVE PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO NFTAVE PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

By availing yourself of any of our Services, you accept and acknowledge:

• The value of an NFT is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility associated with the blockchain market and that you may lose money.
• A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility of NFTs.
• The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of NFTs.
• There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, the risk of purchasing an item from a non-owner, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
• We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, once done, blockchain transactions are irreversible and NFTAVE has no ability to reverse any transactions on the blockchain.
• There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that NFTAVE will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services or any Blockchain network, however caused.
• The Services relies on NFTAVE’s relationships with third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.
• NFTAVE reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on NFTAVE. Under no circumstances shall the inability to view items on NFTAVE or an inability to use the Services in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against NFTAVE.
• You are solely responsible for paying any and all governmental taxes associated with an NFT transaction. Accordingly, in purchasing an NFT, you are fully assuming full responsibility for any and all legal risks which may arise if you do not pay the required taxes. YOU WILL HOLD US HARMLESS IN THE EVENT YOU BECOME INVOLVED IN A DISPUTE WITH A GOVERNMENTAL TAX AUTHORITY.
• If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL NFTAVE OR ITS SERVICES PROVIDERS 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 OR THE SERVICES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, 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 STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF NFTAVE OR ITS SERVICES PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE 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.

WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO MODIFY, SUSPEND, OR DISCONTINUE, TEMPORARILY OR PERMANENTLY, THE SERVICES (OR ANY FEATURES OR PARTS THEREOF) AT ANY TIME AND WITHOUT LIABILITY AS A RESULT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF NFTAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICES, CONTENT, NFTS, OR ANY NFTAVE PRODUCTS OR SERVICESS EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY NFTAVE FOR ITS SERVICES DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Please refer to our Privacy Policy for information about how we collect, use, and share personal data about you. By submitting personal data through our Services, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with NFTAVE and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. NFTAVE does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly between themselves.

• Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with NFTAVE, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or NFTAVE may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or NFTAVE may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
• Dispute Resolution Process. You and NFTAVE both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: NFTAVE Inc.’s registered agent: Corporate Creations Network, Inc., 3411 Silverside Road, Tatnall Building, STE 104, Wilmington, Delaware 19810.
• Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if NFTAVE is represented by counsel, its counsel may participate in the Conference as well, but NFTAVE agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
• Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to our registered agent at Corporate Creations Network, Inc., 3411 Silverside Road, Tatnall Building, STE 104, Wilmington, Delaware 19810.
• The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and the JAMS Consumer Minimum Standards then in effect; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards then in effect. JAMS’s rules are available at jamsadr.com or by calling JAMS at 800-352- 5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS filing, administrative, hearing, and/or other fees and cannot obtain a waiver from JAMS, NFTAVE will pay them for you if you complied with the dispute resolution process set forth above. In addition, NFTAVE will reimburse all such JAMS filing, administrative, hearing, and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous or you did not comply with the dispute resolution process set forth above, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) 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. The arbitration will decide the rights and liabilities, if any, of you and NFTAVE. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. 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 arbitral forum’s 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 us.
• Waiver of Jury Trial. YOU AND NFTAVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and NFTAVE are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the second bullet of this Section 16, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
• Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and NFTAVE agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in Delaware County in the State of Delaware. All other claims shall be arbitrated.
• Severability. Except as provided in this Section XVI, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, 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.
• Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with NFTAVE. See Section XXII.

By agreeing to these Terms and accessing the Services, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless NFTAVE, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, Services providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “NFTAVE Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or willful misconduct. You agree to promptly notify NFTAVE of any Claims and cooperate with the NFTAVE Parties in defending such Claims. You further agree that the NFTAVE Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND NFTAVE.

These Terms and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section XVI or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in the State of Delaware.

The Services is operated and provided by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and NFTAVE agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. Instead, the law of the State of Delaware shall be applied to the interpretation and construction of these Terms in the event of a legal dispute.

If you breach any of the provisions of these Terms, all licenses granted by NFTAVE will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Services (or any part of the foregoing) 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.

Equitable/Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to NFTAVE for which monetary damages would not be an adequate remedy and NFTAVE shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

You agree that you will not export or re-export, directly or indirectly, the Services, and/or other information or materials provided by NFTAVE hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by NFTAVE or you. Termination will not limit any of NFTAVE’s other rights or remedies at law or in equity. The sections which shall survive termination include but are not limited to Sections IV, VI, VIII, IX, XI, XII, XIII, XVI, XVII, XVIII, XX, and XXI.

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.

• Entire Agreement. These Terms constitute the entire agreement between you and NFTAVE relating to your access to and use of the Services. Any changes to this Agreement will be posted on the Website with the Effective Date. By continuing to use the Services after any new Effective Date(s), you are agreeing with the terms of the modified Agreement. You should periodically review these Terms to understand your obligations as a Services user. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of NFTAVE, and NFTAVE’s
• No Waiver. NFTAVE’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
• No Third-Party Beneficiary Rights. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
• Headings. The section headings are for reference only and shall not be read or interpreted to have any legal effect.