Terms of Use

Last Modified: June 2022

Acceptance of the Terms of Use

These terms of use are entered into by and between You and CapsuleNFT, Inc., a Delaware corporation ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of the website located at CapsuleNFT.com (the “Website”), as well as any content, applications, services or other functionality offered on or through the Website by the Company now and in the future. The Website offers a means to access and use certain technology including the functionality associated with the Capsule™ NFT protocol (the “Protocol”). The Protocol code is available for non-production use under the Business Source License 1.1 and can be found here https://capsulenft.gitbook.io/capsulenft/developers/contracts. Use of the Protocol through the Website is governed by these Terms of Use. These Terms of Use also govern functionality offered through the Website in the future, such as improvements to the Protocol and marketplace functionality).

Please read the Terms of Use carefully before you start to access or use the Website including any of its functionality. By using the Website, or by clicking to accept the Terms of Use when this option is made available to you, you agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://capsulenft.gitbook.io/capsulenft/legal, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. All information we collect through use of the Website is subject to our Privacy Policy. By accessing or using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. As used in the Terms of Use: the words “include,” “includes,” and “including” are not limiting and mean “without limitation”; the word “or” is not exclusive; words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and words denoting any gender include all genders.

The Website includes a portal to access the Protocol and create Capsule NFTs and may also provide services as a “Marketplace” for Capsule NFTs or other Digital Assets (defined below). As such, the Website may function as an Online Service Provider under DMCA Title II, the Online Copyright Infringement Liability Limitation Act ("OCILLA"), for facilitating communication between two sets of users: sellers and buyers. Sellers may market their sale of items and buyers may peruse and at their option, bid or buy the items. The actual contract for sale is between the seller and buyer. In these capacities, unless specifically disclosed by the Company, Company is not a party to any transaction (e.g., a seller, a traditional auctioneer, etc.). Any guidance Company provides as part of facilitating the Protocol, providing the Marketplace, or otherwise operating the Website, such as pricing, listing, and sourcing is for informational purposes only it is up to you to follow it or not. Company is not involved in how the Capsule NFTs (or other digital-based goods that may be used in the creation of the Capsule NFTs, like smart contracts, cryptocurrencies, artistic or other content, and other digital-based goods) (collectively, “Digital Assets”) are used. Company has no control over and disclaims all liability related to: the existence, accuracy, quality, safety or legality of items advertised or user content; the ability or legal standing of sellers to sell items; the ability of buyers to pay for items; or that any user will complete a transaction or return an item. Some Digital Assets may relate or interface with distributed applications (“Dapps”) such as blockchains, Bitcoin, Ethereum, and other distributed ledger-type technologies.

The Protocol and Marketplace are offered and available to users who are 18 years of age or older. The Protocol and Marketplace are unavailable to users who are convicted sex offenders and users who have previously had their account disabled by the Company for violations of these Terms of Use or other applicable policies. If the user is an organization, you affirm you have the right, power, and authority to enter into this agreement on behalf of, and to bind, said organization. If you do not agree to the terms of this agreement, you must not use the Protocol or Marketplace or any of our services. By using this Protocol or the Marketplace, you represent and warrant that you are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. You represent that you are legally permitted to use the Protocol and Marketplace in your jurisdiction and are permitted to transact in Digital Assets and interact with the Protocol and Marketplace in any reasonably foreseeable way. If you do not meet all of these requirements, you must not access or use the Protocol or the Marketplace. Without limiting the foregoing, by using our Protocol or the Marketplace, you acknowledge and understand that laws regarding Digital Assets may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of our Protocol and the Marketplace. It is also your obligation to comply with any license or other requirements that apply to Digital Assets that you use in connection with the Marketplace or the Protocol. For example and without limiting the foregoing, you are responsible for complying with the terms of any content license that may apply to Digital Assets that you use in creating a Capsule NFT and for payment of any royalties, commissions or other amounts due upon sale of such Digital Assets including in connection with the sale of a Capsule NFT.

You further represent and warrant that you will not use the Protocol or the Marketplace if the laws of your country of residency prohibit you from doing so in accordance with these Terms of Use. For the avoidance of doubt, the ability to access our Protocol or the Marketplace does not necessarily mean that the Protocol or the Marketplace, or your activities through it, are legal under the laws, regulations or directives relevant to your jurisdiction. All of the Protocol, the Marketplace, or the services made available through our Protocol or in the Marketplace, may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part of our Protocol or interact in the Marketplace. The availability of our Protocol or use of the Marketplace does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation. By accessing or using the Protocol or the Marketplace, you explicitly agree that any smart contracts that may be built into the Dapps that interact with the Protocol, comprise the Marketplace and services are legally binding and enforceable upon you and the contract counterparty.

License and Access

Subject to your compliance with any terms required to access particular functionality or third party offerings (“Service Terms”) and these Terms of Use, and your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Protocol, the Marketplace and related services. This license does not include any resale of the Protocol, the Marketplace, or the contents of the Marketplace; any collection and use of any product listings, descriptions, or prices; any derivative use of any service or its contents; any information posted by the Company or other users of the Website that may be publicly available (unless separate license is provided by other users); any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Use or any Service Terms are reserved and retained by Company or its licensors, suppliers, publishers, rightsholders, or other content providers. No portion of the Protocol or Marketplace may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Website, Protocol or Marketplace without express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. You may use the Protocol or Marketplace only as permitted by law. The licenses granted by us terminate if you do not comply with these Terms of Use or any Service Terms.

NFT Attributes

The Protocol is designed to allow users to mint Capsule™ NFTs, which through the technology can store other Digital Assets like tokens or NFTs within an NFT. Some Digital Assets sold on the Marketplace may include NFTs, including Capsule NFTs. When purchasing an NFT, you agree and understand what characteristics NFTs have and how the following terms apply to their sale. An NFT is a digital tool that can represent tangible and intangible property such as photographs, videos, writings, or music. NFTs are usually built using similar technology to cryptocurrencies and Dapps. But while cryptocurrencies are usually fungible, NFTs are not. Each NFT is coded into a blockchain, often Ethereum, and contains built-in authentication and proof of ownership and is often one-of-a-kind. When you buy an NFT, the terms of your purchase, and what you actually purchase and now own, may be limited by the terms or technology of the underlying Dapp comprising the NFT as well as any licenses or other agreements imposed by the owner of the NFT content. It is up to you to confirm your understanding of what you are buying. Company does not maintain control over any Dapp, such as those on Bitcoin or Ethereum. Therefore the ownership of, and any license or other rights transferred with, any purchased NFT is a matter between the seller and buyer and the applicable Dapp, and Company takes no responsibility with respect to such rights and obligations. When users use the Protocol, all licenses and all ownership interests in any Digital Assets which a user has remains with said user and does not pass to Company when users use the Protocol, Marketplace or the Website.

You further understand that some blockchain transactions may not be reversible. You understand that NFTs and other Digital Assets may only exist by virtue of the ownership record maintained in a respective Dapp, and further that smart contracts are conducted and occur on decentralized ledgers within such Dapps. Company has no control over and makes no guarantees or promises with respect to such smart contracts or the functioning of such Dapps. In cases where a transaction involving a Digital Asset is revealed to be fraudulent, or a buyer or seller acts fraudulently, then the defrauded buyer/seller shall have no recourse against Company, but solely against the respective seller/buyer.

Users minting NFTs through the Protocol agree to not use the Protocol with the intent to defraud persons.

Electronic Communications

When you use our services or send emails, text messages and other communications from your desktop or mobile device to us, you may be communicating with us electronically, you consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Changes to the Terms of Use

We may revise and update these Terms of Use in our sole discretion. Except when required by law, we will provide notification of updates to the Terms of Use and give users an opportunity to review them before they go into effect. Once the updated Terms of Use are in effect, you will be bound by the updated Terms of Use if you continue to use the Protocol or the Marketplace. Any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or prior to the effective date of any updated Terms of Use.

Accessing the Protocol or Marketplace and Account Security

To access and use the Website, including the Protocol and Marketplace (when available), you may be asked to provide login information, potentially including a username, email, and password (“Login Info”) and may include an Ethereum (or other blockchain’s) wallet address (“Wallet”) to access, fund or receive disbursements from your account. It is your sole responsibility to maintain the security of your Login Info and your Wallet. If you lose access to your Wallet, a private key, password, or other method of securing your Wallet, any funds may be irretrievable, and we will be unable to assist you in any way. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to your use of any Wallet software, associated loss of funds, transaction failures, or any other defects that arise in the course of your use of your Wallet, including any losses that may obtain as a result of any failure in smart contracts made available on the Website, used in connection with the Protocol, or used in connection with your use of the Marketplace. You hereby accept responsibility for any activity on the Protocol interacting with your Wallet.

Additionally, you hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any defects that arise in the course of your use of your Login Info and account. By using the Protocol or the Marketplace, you agree to be fully, independently and personally liable for each action initiated on the Protocol or Marketplace by you, and you must make sure that you are the only person with access to your Login Info at all times. You hereby accept responsibility for any activity transacted on the Protocol or Marketplace through your account.

As part of using the Marketplace in connection with the Protocol, you may be given the option to “lazy mint” NFTs or other Digital Assets. In this process you provide data, code and other relevant materials to mint a Digital Asset to Company, temporarily hosted in a centralized database. Another user identifies an unminted Digital Asset that they desire to purchase. Upon confirmation that a user desires to purchase one of these Digital Assets, such purchasing user shall provide fees required to mint the Digital Asset they wish to purchase. The selling user waives all claims against Company for any potential destruction or damage to unminted Digital Assets due to technical error, malicious third parties, catastrophe or any other event causing the centralized database in which unminted Digital Assets are held prior to a sale to be damaged, destroyed, or stolen.

We will use commercially reasonable technical and physical safeguards to make the Protocol and the Marketplace securely available to its users. However, given the inherent risk of transmitting information over the internet, we will not be liable if for any reason all or any part of the Protocol or Marketplace is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, Protocol, Marketplace, or the entire Protocol and/or Marketplace, to users. You are responsible for making all arrangements necessary for you to have access to the Protocol and the Marketplace.

It is a condition of your use of the Protocol and the Marketplace that all the information you provide to the Protocol and the Marketplace is correct, current and complete. You agree that all information you provide on the Website, in the Protocol, to the Marketplace or otherwise to the Company, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Fees

Fees for the use of the Protocol and Marketplace (if applicable) are located at the following link: https://capsulenft.gitbook.io/capsulenft/economics/fee-structure. Fees may be changed at any time in our sole discretion. Where applicable, you agree to have the Company receive payments on your behalf for deployment of Capsule™ NFT collections and the minting of NFTs and for items you sell using the Marketplace and manage settlement of those payments to you.

Users may pay for items using Ethereum through their connected wallet. Company may modify the type of payment methods available to you at its own discretion. To the extent you interact through the Protocol or the Marketplace with smart contracts, you acknowledge that such contracts are binding upon you and that the counterparty to the contract is a third-party participant, not Company. Any contract for the purchase of goods/services between buyer and seller is directly concluded by that buyer and seller, even if Company provides payment-related services to assist in concluding the purchase.

Users wishing to receive funds as part of any Marketplace transaction must have a financial account on file that is operable to receive funds. Financial accounts can include (depending on availability) blockchain addresses, and similar methods of receiving payment. Company may modify the type of financial accounts available to You at its own discretion.

To set up a financial account or payment method, you may be required to provide the Protocol or the Marketplace with all necessary information for the purposes of: verifying your identity, complying with applicable laws, managing settlements of your purchases, and assessing fraud and risk. For individuals, this information may include at least, your full name, address, phone number, date of birth, taxpayer identification number, bank account information, and a form of government-issued identification. For businesses, this information may include, at least, full business name, address, phone number, entity type, bank account information, tax identification number, and business number, in addition to details regarding your beneficial owner(s), director(s), officer(s), authorized representative, and/or primary contact, such as name, contact information, nationality, title, and government-issued identification. You understand that Company may be unable to settle your transactions if you do not provide or timely update your contact information and other requested data.

We may use third-party payment services providers, such as your payment methods or financial accounts, to assist us in providing payment capabilities (such as companies that process payments and disburse settlements, perform risk assessments or compliance checks, verify identity, or validate payment or settlement methods), and we may process your data and transfer it to these third parties. You hereby explicitly consent to: our use of such third-party service providers, the outsourcing of services to them, and the related transfer and processing of data. Where applicable so we can provide you with the described payment functionality, you hereby waive any professional secrecy rights.

You authorize Company and our affiliates to verify information you provide to us, such as by verifying the existence of your wallet or Ethereum address and obtaining reports from third-party sources, such as banks, credit agencies, data brokers, and other service providers. We reserve the right to close, suspend, or limit your account or rescind your access to the Protocol and/or the Marketplace in the event we are unable to obtain or verify any of this information. You agree that Company is not responsible for any losses suffered by you as a result of incomplete or inaccurate information you provide.

Some services of the Protocol or provided in the Marketplace involve the use of the Ethereum blockchain or another blockchain, which may require that you pay a fee, for example “Ethereum Gas Charges”, for the computational resources required to perform a transaction. You acknowledge and agree that the Company has no control over: (a) any Ethereum or other blockchain transactions; (b) the method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Ether stored at your Wallet (or sufficient balance in an applicable cryptocurrency) to complete any transaction on the Protocol or in the Marketplace before initiating such transactions. If you do not agree with the fees charged for Protocol or Marketplace functionality, do not use or access the Protocol or the Marketplace, respectively.

Sellers are liable for transaction fees arising out of any sales made using any portion of our services, even if sales terms are finalized or payment is made outside of the Marketplace. For example, if you offer or reference your contact information, or ask buyers for their contact information for the purpose of buying or selling outside of Marketplace, you may be liable for a final value fee related to the item, even if the item doesn't sell, given your reliance on our Marketplace for the introduction to a potential buyer.

Users must have a payment method on file when selling or buying through the Marketplace and to access certain functionality of the Protocol. Users must pay all fees and applicable taxes associated with our services by the payment due date. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, suspend or limit services. In addition, you will be subject to late fees. Company, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information Company reported to a credit bureau (i.e., Experian™, Equifax™ or TransUnion™) please contact us at CapsuleNFT, Inc., 330 North Wabash Avenue, 23rd Floor, Chicago, IL 60611, Attn: Bloq/BloqCloud Team. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Company account, you must contact the collection agency directly.

You agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with your payment methods. You understand that some third parties, including credit and debit card issuers, payments services providers, and others, may have their own applicable terms and conditions for the payment methods you choose to use. Failure to follow such third party terms and conditions may result in fees assessed to you (for example, currency conversion fees) or other actions taken by such third parties, and you agree that Company has no control over, or responsibility or liability for, such fees or actions

In any jurisdiction where Company has an obligation to collect sales taxes on sales you make using our Marketplace, we may collect such sales taxes from you via the payment method on file or via any other means available to us.

Seller fees don't purchase exclusive rights to item exposure on the Marketplace. We may display third-party advertisements (including links and references thereto) or other content in any part of the Marketplace, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.

Sellers may create rules for automated replacements, returns and refunds under their chosen circumstances. For new sellers, Company will set a default rule that can be changed at the seller’s preference. If your Buyer is entitled to a refund, return, or cancellation for a transaction, you agree that we are authorized to refund the Buyer the amount paid for the transaction at issue.

In order to manage risk or secure your obligations under this Terms of Use, we reserve the right at our reasonable discretion to require that you maintain a minimum reserve of transaction proceeds not available for disbursement (in the form of a fixed or rolling reserve) as a means of security. We will notify you of any reserves we require of you. Depending on your performance and the risk associated with your use of the Marketplace, a reserve may be raised, lowered, or removed at any time; if required by law, we will give you prior notice of such changes.

Risks

Use of the Protocol or the Marketplace may carry financial risk. Digital Assets are a novel and relatively experimental technology. Their value, if any, can fluctuate with great volatility, and transactions conducted with Digital Assets are irreversible. Digital Assets and smart contracts are typically described using extremely technical language that is difficult to understand and requires a deep knowledge of cryptography and computer science. Functionality made available on the Website, in the Protocol or the Marketplace may have inherent design flaws that have not been detected in testing or may not perform as expected in conjunction with third-party technology or high-volume use. There are additional risks that exist with respect to the use of interacting with technologies like the Protocol and Marketplace, such as the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. Please be aware that hacks, cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities, defects or flaws in the applicable third-party blockchain network, or other events that are beyond our control may lead to partial or complete theft or loss of Digital Assets. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE COMPANY AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN USING THE PROTOCOL AND MARKETPLACE, HOWEVER CAUSED. You should carefully consider whether you have sufficient understanding of the technology before accessing or using the Protocol or the Marketplace. Further, the legal and regulatory regime governing blockchain technologies, cryptocurrencies, Digital Assets, etc. is uncertain, and new regulations or policies may materially adversely affect the Protocol and Marketplace and the potential value or utility of Digital Assets. These technologies and platforms may have unique benefits, limitations, advantages and disadvantages. It is up to you to understand these factors.

By accessing or using the Protocol or the Marketplace, you hereby represent that you have the requisite knowledge and experience to evaluate the risk of the technology you are using and any transactions you undertake, and you accept the risk that the Protocol or Marketplace might not function as anticipated and that you might lose access to your Digital Assets temporarily or permanently.

You acknowledge the importance of the security measures we put in place with regards to purchases, payment methods, and financial accounts, and agree to comply with them. If you become aware of an unauthorized payment transaction or of a delayed or incorrectly executed transaction, you must notify us immediately.

User Contributions

The Website, including certain locations in the Marketplace, may contain links to social media, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, FAQs and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, advise or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Website or to the Marketplace will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website or the Marketplace, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose in an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable license.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, and to otherwise meet your obligations under this Terms of Use;
all of your User Contributions do and will comply with these Terms of Use;
use of any of your User Contributions (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms of Use, does not and will not infringe any Intellectual Property Rights or any other rights of any third party.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible or liable to you, or any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website, Protocol or Marketplace.

We offer certain data and information (including images, descriptions and specifications) regarding the Protocol and information related to how Digital Assets interact with the Protocol, and product data posted to the Marketplace that are provided by third parties (including Company users). You may use that content solely in your listings of the Digital Assets on marketplaces (including on the Marketplace). Company may modify or revoke that permission at any time in our sole discretion. The product data may include copyrighted, trademarked and other proprietary materials. You agree not to create any derivative works based on that data (other than by including the data in listings you may post to marketplaces or exchanges). We try to offer reliable product data but cannot promise that the content provided through the Website (including but not limited to on the Protocol or in the Marketplace) will always be available, accurate, complete, and up-to-date. You agree that Company is not responsible for examining or warranting the listings or content provided by third parties through any marketplace involving Digital Assets that have interacted with the Protocol, and that you will not attempt to hold us or our data providers liable for inaccuracies.

Intellectual Property Rights

“Intellectual Property Rights” includes copyrights, trademarks, tradenames, trade dress, service marks, patents, patent applications, provisionals, continuations, continuations-in-part, trade secrets and any similar intellectual property, creator or moral rights in any applicable jurisdiction.

The Company name, logo, and other related trademarks or service marks, including the Capsule trademark, are the exclusive property of the Company and may not be used without our prior written consent. If you breach these Terms of Use, your right to use the Protocol and the Marketplace will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Marketplace or any content on the Marketplace is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Protocol or the Marketplace not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. From time to time, we may allow you to use our Intellectual Property Rights (such as images, videos, or sounds) in User Contributions. We retain all ownership and rights in such content (but not yours). You can only use our copyrights or trademarks (or any similar marks) as expressly permitted.

You must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website (including but not limited to on the Protocol or the Marketplace). The Website and its entire contents (including the Protocol and the Marketplace), features and functionality (including but not limited to all information, trademarks, service marks, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are provided by the Company, its licensors or other third-party providers of such material, some of which may be protected by United States and international copyright, trademark, patent, trade secret and other intellectual property rights laws. Third-party technology may be provided to the Protocol or the Marketplace that is owned by the third-party provider of such technology and is made available subject to these Terms of Use as well as any additional applicable license related to such technology. Without our written permission, you may not modify, create derivative works of, decompile, or otherwise attempt to extract source code from the Website, the Protocol, or the Marketplace.

When you provide User Contributions using the Protocol or to the Marketplace or Website (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of the Protocol or Marketplace, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Company, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of the Protocol or Marketplace.

Prohibited Uses

You may use the Marketplace, Protocol, and the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website, the Protocol, or the Marketplace:

in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
to attempt to circumvent any security or access controls or to interfere with the operation of the Protocol or Marketplace;
to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
to transmit, conceal, store (in a Capsule™ NFT) or exchange goods, services, or payments or Digital Assets that are the direct or indirect proceeds of any illegal, criminal or fraudulent behavior;
in any manner that could disable, overburden, damage, or impair the Protocol, Marketplace functionality, or Website or interfere with any other party's use of the Protocol Marketplace, or Website, including their ability to engage in real time activities through the Protocol and Marketplace;
in combination with any robot, spider or other automatic device, process or means to access the Protocol or Marketplace for any purpose, including monitoring or copying any of the material on the Website, the Marketplace or in the Protocol;
in combination with any manual process to monitor or copy any material on the Website, Marketplace or in the Protocol or for any other unauthorized purpose without our prior written consent;
in combination with any device, software or routine that interferes with the proper working of the Website, the Marketplace or in the Protocol;
to introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
to infringe the patent, trademark, copyright, moral, database, publicity and/or other intellectual property rights that belong to or are licensed to Company;
to carry out any illegal activities, including money laundering, terrorist financing, fraud/scams/deceptive trading;
to obtain information about another user and use such information for any purpose other than the intended uses of the Website, the Marketplace or the Protocol, unless given consent by said user;
to otherwise attempt to interfere with the proper working of the Website, the Marketplace or Protocol.

Monitoring and Enforcement

We have the right to:

remove or refuse to post any User Contributions for any or no reason in our sole discretion;
take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use (including the Content Standards set forth below), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Protocol, the Marketplace or the public, or could create liability for the Company;
disclose your information to any third-party claiming that your User Contribution violates their rights, such as intellectual property rights or right to privacy;
take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Marketplace or Protocol;
terminate or suspend your access to all or part of the Website, the Protocol and/or the Marketplace for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using or posting any materials on or through the Website, Marketplace or Protocol. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on or through the Website or Marketplace and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

If a buyer or seller issue arises, we may consider a variety of factors, including specific circumstances regarding the issue, or a user's performance history, in applying our policies. In our effort to do the best thing for both buyers and sellers, we may decide to be more lenient with policy enforcement. However, nothing contained in these Terms of Use should be read to limit our right to refuse, modify, or terminate all or part of our services to anyone, or to terminate this agreement with any user, for any reason in our sole discretion.

Content Standards

These Content Standards apply to all User Contributions and use of Interactive Services, as well as to all Capsule™ NFTs created using the Protocol. User Contributions and Capsule NFTs created must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions and Capsule NFTs created using the Protocol must not:

contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
promote any illegal activity, or advocate, promote or assist any unlawful act;
cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
be likely to deceive any person or impersonate any person or misrepresent your identity or affiliation with any person or organization;
involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

Capsule™ NFT Token Storing

When interacting with the Protocol, specifically using the Protocol to store NFTs or Digital Assets in Capsule NFTs, you agree to comply with Company’s storing standards, set forth below:

You are responsible for understanding the implications of using the Protocol and how it will impact the Digital Assets you chose to interact with the Protocol.
You enter into a legally binding contract to capsulize Digital Assets, and understand that by capsulizing such Digital Assets you may be impacting their value, function or usage.
At no point in the storing process do you transfer legal ownership of Digital Assets.

Listing Standards

When listing an item for sale on our Services, including the Marketplace, you agree to comply with Company’s Listing Standards, set forth below:

You assume full responsibility for the item offered and the accuracy and content of the listing.
Your listing may not be immediately searchable by keyword or category for several hours (or days in some circumstances). Company does not guarantee exact listing duration.
Your fixed-price listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or Company, in its sole discretion.
Content that violates any Company policies may be modified, obfuscated or removed at our sole discretion.
We may revise product data associated with listings to supplement, remove, or correct information.
You agree not to market, sell, offer for sale, or otherwise engage in transactions related to child pornography.
We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
- - buyer's location, search query, browsing site, and history;
  - item's location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
  - seller's history, including listing practices, seller ratings, Company policy compliance, feedback, and defect rate; and
  - number of listings matching the buyer's query.
To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.
Some advanced listing upgrades will only be visible on some portions of the Marketplace.
Duplicate listings may also affect whether your listing appears in search results.
Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.
We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other sellers.
For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, Company may require the use of certain payment methods. For example, for inventory covered by authentication services, buyer and sellers may be subject to escrow and/or payment handling requirements.

You will not sell and will promptly remove all listings for any product if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency applicable to you. Company has no responsibility or liability for the legitimacy, validity, existence, of any product that is listed or sold through the Marketplace.

Purchase Standards

When purchasing an item for sale on our Marketplace, you agree to comply with Company’s Purchase Standards for buyers, set forth below:

You are responsible for reading the full item listing before making a bid or committing to buy.
You enter into a legally binding contract to purchase an item when you commit to buy an item, your offer for an item is accepted, or if you have the winning bid (or your bid is otherwise accepted).
For motor vehicles and real estate, a bid or offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's item and does not create a formal contract between the buyer and the seller.
We do not transfer legal ownership of items from the seller to you. Legal transfer is effected by the seller.
California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise.

Reliance on Information Posted

The information presented on or through the Website (including information on the Marketplace) is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. We attempt to be as accurate as possible in our descriptions of the Protocol or in descriptions used in the Marketplace; however, we do not warrant that descriptions or other content on the Website (including product descriptions in the Marketplace) is accurate, complete, reliable, current or error-free. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Protocol or the Marketplace, or by anyone who may be informed of any of its contents.

This Website (including on the Marketplace) may include, or link to, content provided by third-parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements and/or opinions expressed in such materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Protocol

We may update the Protocol from time to time. We reserve the right to withdraw or amend any service or functionality, including smart contract functionality, that is provided on the Protocol, in our sole discretion without notice. Any of the functionality of the Protocol may become obsolete or unusable at any given time, and we are under no obligation to update the Protocol. In the event of a change in the operation of the Protocol, you agree we may temporarily or permanently suspend our operations without liability to you.

Changes to the Website or Marketplace

We may update the content on the Website and/or the Marketplace from time to time, but its content is not necessarily complete or up-to-date. We reserve the right to withdraw or amend any information on the Website and the Marketplace, and any service or functionality, including smart contract functionality, we provide on the Website or on the Marketplace, in our sole discretion without notice. Any of the material on the Website or the Marketplace may be out of date at any given time, and we are under no obligation to update such material. In the event of a change in the operation of the Website and/or the Marketplace, you agree we may temporarily or permanently suspend our operations without liability to you.

Data Privacy

Our performance under these Terms of Use, including in facilitating processing of payments, entails the processing of your personal data when a sale happens. With respect to such data processing, you and the payment method or financial account each act as a separate data controller/business under applicable data protection laws (which may without limitation include, the General Data Protection Regulation, the California Consumer Privacy Act, or other data protection laws to which you are subject). You agree to: comply with your obligations as a data controller/business pursuant to the applicable data protection laws, and provide us with all such reasonable cooperation, information, and assistance as necessary for us to meet our requirements as a data controller/business.

Additional Terms and Conditions

Additional terms and conditions may apply to specific portions, services or features of the Website, the Marketplace or the Protocol provided by the Company or third-parties, including any consumer offers or sweepstakes made available through the Website, either alone or in conjunction with the functionality provided by us. The use of such services or features shall be governed by the terms of use associated with them, and all such additional terms of use are hereby incorporated by this reference into these Terms of Use. We accept no liability or responsibility for any third-party functionality or any of our open-source functionality that has been modified by third parties.

You acknowledge and understand that your use of the Protocol with regard to Digital Assets you possess may implicate certain terms and conditions associated with the license(s) of such Digital Assets. It is your responsibility to understand what rights have been conferred to you with respect to Digital Assets that you own, hold or have some possessory interest in that has been licensed to you by the creator or transferor of such Digital Asset. You understand that in using the Protocol, the Company does not take any ownership interest in, or become party to any license associated with Digital Assets which interact with the Protocol (unless specified in the case of certain Digital Assets on the Marketplace which are created or sold by the Company or its affiliates). You agree to indemnify and hold the Company harmless in the event of a dispute that arises from a third party based on a theory of infringement (or some other related claim to violation of the intellectual property rights of such third party) based on your use of the Protocol.

Linking to the Website

You may link to our Website (or specifically, the Marketplace), provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. This Website, the Marketplace and the Protocol may provide certain features that enable you to: link from your own or certain third-party marketplaces to certain content on this Website (including the Marketplace) or directly to the Protocol; or cause limited portions of content on this Website, the Marketplace or the Protocol to be displayed or appear to be displayed on your own or certain third-party websites, marketplaces or similar locations. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

establish a link from any marketplace or website that is not owned by you;
otherwise take any action with respect to the materials on the Website, the Marketplace or related to the Protocol that is inconsistent with any other provision of these Terms of Use.

The website or marketplace from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

The Website (including in the Marketplace) may contain links to other sites and resources provided by third-parties, such as advertisements and sponsored links. These links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such marketplaces.

Disclaimer of Warranties

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, HACKS, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MARKETPLACE OR PROTOCOL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, ANY THIRD-PARTY LINKS ACCESSED THROUGH OR IN CONJUNCTION WITH THE WEBSITE, OR ON ANY WEBSITE OR MARKETPLACE LINKED TO IT, INCLUDING THE MARKETPLACE AS DEFINED HEREIN.

YOUR USE OF THE WEBSITE, ITS CONTENT, INCLUDING THE PROTOCOL AND/OR THE MARKETPLACE, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, INCLUDING THE PROTOCOL AND/OR THE MARKETPLACE, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE AND THOSE WARRANTIES ARISING BY CONDUCT SUCH AS COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ANY USER PURCHASING DIGITAL ASSETS ON THE MARKETPLACE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY A SELLER, OR ANY OTHER PERSON ON SUCH SELLER’S BEHALF.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PROTOCOL, THE MARKETPLACE, ANY MARKETPLACE LINKED TO IT, ANY SMART CONTRACTS OR DISTRIBUTED APPLICATIONS EXISTING ON OR CONNECTING TO THE PROTOCOL AND/OR THE MARKETPLACE, ANY LOSS OF FUNDS OR COLLATERAL, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE INCLUDING THE PROTOCOL OR THE MARKETPLACE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGES, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR ITS CONTENTS, INCLUDING THE PROTOCOL AN THE MARKETPLACE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, successors and assigns, from and against any claims, liabilities, damages, judgments, losses, costs, debts and fees (including reasonable attorneys' fees) arising out of or relating to: your violation of any agreement or third-party right; your provision of false or misleading information; your violation of any law or regulation; your violation of the Terms of Use; your willful misconduct; or your use of or access to the Protocol or Marketplace, including, but not limited to, your User Contributions, any use of the Website, the Marketplace or the Protocol other than as expressly authorized in these Terms of Use, or your use of information obtained from the Website.

If you have a dispute with one or more users, you release Company (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. By entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Dispute Resolution

All matters relating to the Website, including the Marketplace, Protocol and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule whether of the State of [Illinois] or any other jurisdiction.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, the Website, or the Protocol shall be brought exclusively in Illinois, in each case located in the County of Cook, Illinois although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Notwithstanding the provisions above regarding governing law and jurisdiction, at its sole discretion, the Company may require You to submit any disputes arising from the use of these Terms of Use, the Protocol or the Marketplace, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Illinois law.

If a user of the Platform or the owner of a payment instrument initiates a return, cancellation, direct debit reversal, buyer protection claim, or otherwise asks their financial institution to open a payment dispute (all referred to solely within this paragraph as “Dispute”) in connection with a transaction, you agree that we may investigate and, at our discretion, re-present the Dispute with the payment method providers. You agree to provide timely information to assist in our Dispute investigations and understand that your failure to provide requested information on the timeline we require and as specified by credit and debit card networks' and other payment service providers' rules could adversely impact the outcome of an investigation, including forfeiture of the amounts in dispute. You will not contest the resolution of any Dispute that we investigate and/or re-present, nor will you re-open resolved Dispute investigations. You authorize us to pay on your behalf any amounts resulting from a Dispute, including costs and fees associated with re-presentment.

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (subject to other requirements and limitations of this Terms of Use), subject to your and Company’s right to appeal the court's decision. All other claims will be arbitrated.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PROTOCOL, OR THE MARKETPLACE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, the Privacy Policy, and any applicable terms governing the use of third-party functionality or additional functionality provided by the Company, constitute the sole and entire agreement between you and the Company with respect to the Website, including the Marketplace and including your use of the Protocol through the Website, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website, including the Marketplace and including your use of the Protocol through the Website. The Protocol is made available for non-production use outside of the Website under the Business Source License 1.1 and can be found here https://capsulenft.gitbook.io/capsulenft/developers/contracts.

Assignment

At our sole discretion, we may assign our rights and obligations under this Terms of Use. In cases of such assignment, we will notify you accordingly.

Force Majeure

We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in performance, when and to the extent such failure or delay is caused by or results from force majeure events (“Force Majeure Event”), including but not limited to: acts of God, flood, fire, epidemics, pandemics, natural disasters, explosion, war, hostilities, civil unrest, government action, industrial disturbances, shortage of adequate Internet connectivity, telecommunication or utilities breakdown, and other similar events beyond our control. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of such, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this section, we may thereafter terminate these Terms of Use upon fifteen (15) days' written notice.

Termination

This Terms of Use is effective indefinitely, unless terminated in accordance with the below. We may terminate this Terms of Use by giving written notice fourteen (14) days prior via email to your registered email address. However, we may also terminate this Terms of Use on less notice or with immediate effect in the following scenarios: We are required to do so by law or a court order; a governmental authority requires us to do so to comply with anti-money laundering or counter-terrorism financing obligations; we have reasonable grounds to believe you are carrying out a prohibited or illegal activity; we are unable to verify your or your business’s identity, or any other information regarding your account; or you are otherwise in breach of a material contractual obligation, or seriously or persistently violating any provisions of these terms in any other way. You may terminate this Terms of Use by closing your account. Termination of this Terms of Use shall not affect the rights or liabilities of either party accrued until termination and/or any terms intended (expressly or implicitly) to survive termination. If there are pending payment transactions at the time the termination takes effect, they will be processed pursuant to these terms unless prohibited by law. As of the effective date of the termination, you will not be able to list any items on Marketplace anymore.

Digital Millennium Copyright Act

DMCA Notice: We strive to comply with the Digital Millennium Copyright Act of 1998, as amended ("DMCA"), at all times and maintain a repeat offender policy which may result in the termination of your right to use the Marketplace if you violate such policy. If you believe that your work has been copied, posted or otherwise made available through the Marketplace in a way that constitutes copyright infringement, please notify our DMCA Copyright Agent of your complaint, as set forth in the DMCA. Please consult the DMCA to confirm these requirements. You must provide our DMCA Copyright Agent with the following information in writing, to the extent required by the DMCA:

(a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner that is allegedly infringed;

(b) a description of the copyrighted work that you claim has been infringed (or, if multiple copyrighted works on a site are covered by a single complaint, a representative list of the allegedly infringing works on the site);

(c) identification of the material that is claimed to be infringing and to be removed, and information reasonably sufficient to permit us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;

(e) a written statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice and complaint is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Please be aware that the foregoing information in your complaint may be forwarded to the person who provided the allegedly infringing content. The foregoing information must be submitted to Company’s DMCA Copyright Agent as follows: CapsuleNFT, Inc., 330 North Wabash Avenue, 23rd Floor, Chicago, IL 60611, Attn: Bloq/BloqCloud Team Attn. Copyright Agent Email: support@capsulenft.com.

Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. If you believe that your material has been mistakenly removed or disabled pursuant to this Section 17, you may submit a counter notice by notifying our DMCA Copyright Agent at the address provided above. Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Your Comments and Concerns

The Website, including the Marketplace and Protocol are operated by CapsuleNFT, Inc.

All feedback, comments, requests for technical support and other communications relating to the Protocol or Marketplace should be directed to: support@capsulenft.com.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

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Last updated 1 year ago