Terms and Conditions
Last Updated : May 20, 2024
GENERAL TERMS AND CONDITIONS
We offer non-fungible tokens (‘NFT Nethers’) for sale and only intend for users to be at least 18 years old. Persons under the age of 18 are not permitted to use our website and purchase NFT Nethers. In order to participate in the purchase or other receipt of such NFTs, you agree that you will comply with the specific terms and conditions.
Our website is our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, and graphics, NFT arts on the website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by copyright and trademark laws and various other intellectual property rights. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms or under an applicable license on our website, no part of the website and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose, without our express prior written permission.
Provided that you are eligible and are holding NFT Nethers, you are granted a limited license to access and use the website solely for your personal, non-commercial use. Modifications, derivative works, and commercial use of NFT Nethers are not permitted. We do not allow any unauthorized modifications, derivative works, or commercial use of NFT Nethers that you hold and the associated NFT art without prior consent. We reserve all rights in and to the website, the Content, and the Marks.
NFT Nethers are initially minted on the Arbitrum chain and may be transferred or sold prior to the launch of the OverProtocol main network. Immediately preceding the launch of the OverProtocol main network, the transfer of NFT Nethers will be suspended to facilitate the bridging of NFT Nethers to OverProtocol. Upon successful completion of the bridging process, new NFT Nethers will be minted on the OverProtocol for holders of NFT Nethers on the Arbitrum chain.
NFT Nethers may be bought, sold, and/or traded on third-party marketplaces or exchanges(such transactions, “Secondary Transactions”). Secondary Transactions will be subject to the terms and conditions of such sites. We are not a party to any Secondary Transaction. We make no guarantee about the availability or functionality of any such sites and your use of such sites are at your own risk. We have no liability to you or to any third party for any claims or damages that may arise as a result of your Secondary Transactions or use of such external sites.
TAXES
Unless otherwise stated by us, you will be solely responsible to pay any and all income, capital gains, sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with NFT Nethers purchased or otherwise received by you (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, receipt or sale of a NFT Nethers).
REPRESENTATIONS AND WARRANTIES
By using the website or acquiring NFT Nethers, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the website through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; (5) you are not a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the following regions of Ukraine: Crimea, Donetsk and Luhansk) and you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists; and (6) your use of the website will not violate any applicable law or regulation.
COVENANTS AND RESTRICTIONS
In order to use the website or acquire NFT Nethers, you agree not to, and you will not permit any third party to, do or attempt to do any of the following without our prior written consent: (1) circumvent, interfere with, disable or disrupt the website or servers or networks connected to the website or any security-related features of the website in any manner, including but not limited to uploading or transmitting (or attempting to upload or to transmit) viruses, Trojan horses, or other similar harmful material; (2) violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to those of the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; (3) attempt to bypass any measures of the website designed to prevent or restrict access to the website, or any portion of the website; (4) use NFT Nethers to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein or under the applicable license agreement; (5) decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the website; (6) use any NFT Nethers to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; (7) copy or adapt the website’s software or code; and (8) use any NFT Nethers to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the following regions of Ukraine: Crimea, Donetsk and Luhansk) or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. You are not permitted to purchase any NFT Nethers or engage in any other transactions with us or otherwise if any of the foregoing restrictions apply. In the event that you breach this provision, we reserve the right to the fullest extent possible to cancel any transaction or pursue other measures to comply with Export Control and Sanctions Laws.
ASSUMPTION OF RISK, DISCLAIMERS AND LIMITATION OF LIABILITY
The website is provided on an AS IS and AS AVAILABLE basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, and accuracy. Foundation makes no warranty that the functionality of the website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive. You expressly agree that your use of the website is at your sole risk.
Foundation makes no representations or warranties of any kind, express or implied, as to the NFT Nethers included on the website being offered to you. To the fullest extent permissible by applicable law, Foundation disclaims all warranties, express or implied, including but not limited to implied warranties of quality, merchantability, fitness for a particular purpose and noninfringement, and there are no warranties, express or implied, which extend beyond the description of the merchandise. Foundation will not be liable for damages of any kind arising from NFT Nethers, including but not limited to direct, indirect, incidental, punitive and consequential damages, loss of profit, revenue, opportunity, or data. This disclaimer of liability applies, without limitation, to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action (including extra-contractual liability). If you are dissatisfied with NFT Nethers or the website, your sole remedy is not to acquire NFT Nethers or continue use of the website.
In addition to the foregoing general disclaimer, Foundation specifically disclaims liability, and you hereby waive and release any and all claims, arising out of or in connection with: any blockchain or related technology; any digital wallet, (including but not limited to MetaMask) or similar technology or related service; the transfer or loss of any NFT or the inability to demonstrate ownership or control of any NFT, and any marketplace or other platform for buying, selling or transferring any NFT.
You acknowledge and assume the following risks (for which the Foundation shall in no event be responsible for): (i) there are risks associated with blockchain-based assets including, but not limited to, the volatility of price and the absence of liquidity (the ability to resell), the risk of loss of your blockchain assets as a result of faulty hardware, software, and Internet connections and/or failures; the risk of the introduction malicious software; the risk that third parties may obtain unauthorized access to information stored within the wallet holding your blockchain assets; and the risk of loss of your blockchain assets due to loss of private key(s), custodial error, or purchaser error, and we will not be responsible for any of these, however caused; (ii) we do not make any representations, warranties, promises or guarantees, express or implied, about the availability of any blockchain assets on the internet; (iii) upgrades to the website (iv) we do not make any representations, warranties, promises or guarantees, express or implied, related to any third parties you interact with or their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (v) there also exists: (a) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (b) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, or unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of any blockchain assets; and (c) the risks related to taxation. In addition to assuming all of the above risks, you acknowledge that we cannot and do not represent or warrant that any blockchain asset, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements, or that defects in any blockchain asset, or its supporting systems or technology, will be corrected. We cannot and do not represent or warrant that any blockchain asset or the delivery mechanism thereto are free of viruses or other harmful components. You understand that transactions in blockchain assets are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any blockchain asset. If the metadata associated with an NFT is no longer maintained at the storage location indicated in the URI contained in the NFT, the market value of such NFT may be reduced or eliminated entirely.
FOR CLARITY, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF COVER DAMAGES OR INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE WEBSITE, YOUR INABILITY TO USE THE WEBSITE, OR NFT Nethers OR SERVICES OFFERED THROUGH THE WEBSITE, EVEN IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that Foundation is found liable in respect of any loss, damage or cause of action (whether contractual, extra-contractual or otherwise) arising out of or in connection with (i) these Terms or any of the features or functionalities of the website or its content, or your use or inability of use thereof, Foundation’s liability shall not exceed the amount paid for use thereof or access thereto; or (ii) any NFT sold through the site, Foundation’s liability shall be strictly limited to the sale price of the NFT. In the event that no payment is made for NFT Nethers, you shall not be entitled to any remedy for any losses incurred.
INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Foundation and its affiliates and its and their Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (i) your use or misuse of the website, the Content, or NFT Nethers, (ii) your violation of these Terms, or (c) your violation of the rights of a third party, including another user of the website. You agree to promptly notify the Foundation of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third-party Claims.
DISPUTE RESOLUTION; ARBITRATION
Each Party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising from or related to this Agreement resolved in a court, and (ii) waives all its respective right(s) to have any Disputes heard before a court. Instead, each Party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the Arbitration Rules of the SIAC in force when the relevant Notice of Arbitration is submitted. The law of this arbitration clause shall be under the laws of Singapore. The seat of arbitration shall be Singapore. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial, or other professional advisors.
Any claim or dispute arising under the terms of this Agreement will take place on an individual basis without resort to any form of class or representative action, including any class arbitration (“Class Action Waiver”). THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else in this Agreement to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The Purchaser acknowledges that this Class Action Waiver is material and essential to the arbitration of any disputes between the Parties and is non-severable from the terms of this Agreement.
MISCELLANEOUS
These Terms contain the entire agreement between the parties and replaces all prior oral and written agreements. No oral modifications, express or implied, may change the terms of this agreement. The parties have not relied on any representations or promises relating to the subject matter of this agreement except those contained within the four corners of this agreement.
These Terms and other agreements relating to the website do not constitute a joint venture, partnership, agency, employment or fiduciary relationship between the parties, except when one is expressly stated. Neither party nor its agents have any authority to bind the other party, and the relationship of the parties is that of buyer and seller, or independent contractors in certain circumstances.
These Terms inure to the benefit of and binds the successors, assigns, heirs, executors and administrators of the parties. However, you may not assign or delegate any right or duty hereunder without written consent from Foundation. Any attempt to do so is null and void. If any provision of these Terms is held invalid or unenforceable, the remainder of the Terms will remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will remain in full force and effect in all other circumstances.