Last updated: 18 Aug 2023
1. INTRODUCTION
1.1 These Terms of Use (“Terms” or “Terms of Use”) form a contract between you (“your” or “User(s)”) and Solutions Lab Pte. Ltd. (the “Company”, “us”, “we” or “our”), a company incorporated in Singapore, and governs your access to and use of the BlockchainSpace Platform (“Platform”). The Platform includes the website (https://ww.blockchainspace.asia), the website (https://yey.tech), the browser plug-in, mobile applications, APIs, documentation, software, updates, features, tools, and any materials and services made available from time to time by us and includes any products and services that may be provided by us to you. As new products and services may be rolled out from time to time, these Terms may be supplemented with further product-specific terms (“Product-specific Terms”). In the event of any inconsistency between these Terms and the Product-specific Terms, the Product-specific Terms shall prevail unless otherwise specified.
1.2 By using, visiting, accessing, linking your wallet, or registering an account with the Platform (where applicable), you agree to accept and be bound by the terms and conditions set out in these Terms and the policies referenced herein and/or available by hyperlink. Please read these Terms carefully and in its entirety. You acknowledge and agree that our provision of the Platform and related services to you is conditional on your agreement to these Terms.
1.3 You agree that by clicking “Sign Up”, “Register”, “Login”, “Join”, “Request for Whitelist” or any similar buttons, accessing, registering or using our services in any way, you are entering into a legally binding agreement with us. By doing the above, you also agree that you have accepted our Privacy Policy, and other terms that may be displayed to you at the time you access the Platform.
2. DEFINITIONS AND INTERPRETATION
2.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Intellectual Property Rights” includes all the worldwide rights, titles and interests including but not limited to copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, rights in confidential information (including know-how), patents, rights to inventions, trade secrets, and all other intellectual property and similar rights which subsist or will subsist now or in the future in any part of the world;
“Personal Data” means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time;
“Privacy Policy” means our privacy policy located at https://yey.tech/privacy-policy;
“Third Party Service Provider(s)” means any third-party service provider which provides services which are necessary in order for us to operate the Platform and/or provide any associated services to you and any third-party service provider which we engage in relation to the storage and/or processing of content and Personal Data;
“Third Party Services” means any services provided to you by Third Party Service Providers;
“User” means any person that uses the services and the Platform; and
“User Content” means all content that the relevant User may submit to the Platform or otherwise transmit via the Platform.
3. PRICE AND FEES
3.1 Fees
Your use of certain services on the Platform that we make available to you may be chargeable. We reserve the right to change the applicable fees, at our discretion, upon notice to you.
4. ELIGIBILITY, PERSONAL DATA AND SECURITY
4.1 Eligibility
You confirm that:
i. you are at least 18 years old, and have the legal age of majority in your jurisdiction as is required to access our Platform and our services;
ii. you have not been restricted by us in using the Platform, or our services; and
iii. you are otherwise fully able and competent to accept, abide and comply with these Terms of Use.
4.2 Personal Data
Save that we will comply with all applicable law relating to data privacy (including the Personal Data Protection Act 2012 of Singapore), nothing in these Terms shall be deemed to impute an obligation of confidentiality on us with respect to your registration information. If required by law (including a court order and a government or regulatory demand or requirement having the force of law), we will disclose such information, including but not limited to your registration information, as so ordered.
4.3 Security
For security purposes, including the investigation of whether any User is using the Platform for fraud, money laundering, terrorism financing, insider trading and/or other unlawful activity, we have the right, and sole discretion, to immediately:
i. restrict your access to the entire Platform or parts thereof;
ii. suspend the provision of any services to you;
iii. report your activity to the relevant law enforcement officials and provide evidence in support for such officials to conduct their investigations; and/or
iv. take any action which we deem appropriate to the circumstances.
4.4 Accounts and passwords
Where applicable, you are solely responsible for the management of your account, and any applicable passwords. You are solely responsible for restricting access to your computers and maintaining the confidentiality and security of your account details, passwords and all activities that occur under your account. You agree that your account will be used by you only and will not be shared with or transferred to others. You are solely responsible for any activity on the Platform arising out of any failure to keep your password(s) confidential and you may be held liable for any losses arising out of such a failure. We cannot and will not be liable for any loss or damage arising therefrom.
5. ANTI-MONEY LAUNDERING PROVISIONS
5.1 We reserve the right, at any time to:
5.1.1 require you to provide additional information and documents at the request of any competent authority or in accordance with any applicable laws and regulations in relation to anti-money laundering or combating the financing of terrorism;
5.1.2 share submitted information and documentation with third parties to verify the authenticity of the submitted information and you agree to this by using the Platform; and
5.1.3 suspend and/or terminate your account, withhold, suspend, restrict or terminate our provision of services to you or your access to the Platform or any transactions carried out by you (whether partially or fully completed) on the Platform, if you do not promptly provide us with the requested information or upon our discovery of any actual or suspected fraudulent activity, money laundering, criminal activity, and/or acts that are contrary to these Terms.
5.2 You have the sole responsibility of ensuring that you have the legal rights in accordance with applicable laws to engage in any and all transactions carried out on this Platform. To make sure all transactions (where applicable) are legally compliant, we may, but we are not obliged to, review the legality of the transactions carried out by you and take necessary actions in accordance with applicable laws and regulations.
6. THIRD-PARTY SERVICE PROVIDERS
6.1 You acknowledge that we may incorporate the services of Third-Party Service Providers to assist in providing any services to you on the Platform and/or to enhance the Platform. You hereby consent and authorise us to delegate the authorisations you provide to us to such Third-Party Service Providers as we deem necessary to provide any services to you and/or to operate the Platform.
6.2 You acknowledge that your use of Third-Party Services will require your agreement to certain additional terms and conditions provided by the applicable Third-Party Service Provider. By using such Third-Party Services (whether linked from our website, or otherwise presented to you for your use via our Platform), you hereby agree to the applicable terms of service and privacy policies (as the case may be) of such Third-Party Service Providers, including without limitation, any fees that may be charged by such Third-Party Service Providers for such use.
6.3 You agree that we are not in any way associated with the owner or operator of any Third-Party Services or responsible or liable for the services and content offered by them or for anything in connection with such Third-Party Services. Notwithstanding the fact that such Third-Party Services may be accessible via our Platform, we do not endorse or approve and make no warranties, representations or undertakings relating to the service or content of any Third-Party Services. You acknowledge and agree that we may earn fees from Third Party Service Providers in connection with your use of such Third-Party Services.
6.4 You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss suffered by you caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Service Providers and/or Third-Party Services including without limitation, any damage or loss arising in relation to:
6.4.1 your use or access of Third-Party Services (whether incorporated into our services, accessed via our Platform or otherwise);
6.4.2 any information that you may provide to such Third-Party Service Providers;
6.4.3 any transaction conducted with or through the Third-Party Services;
6.4.4 any failure of any information, software or services posted or offered by such Third-Party Service Providers;
6.4.5 any error, omission or misrepresentation by such Third-Party Service Providers; or
6.4.6 any computer virus arising from, or system failure associated with the Third-Party Services.
6.5 Further, you hereby expressly waive and release any and all claims, actions or otherwise which you have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns which may arise from your use of or reliance on any Third-Party Service Providers and/or Third-Party Services, including any of the circumstances set out in Clause 6.4, sub-paragraphs 6.4.1 to 6.4.6 (inclusive).
7. OUR INTELLECTUAL PROPERTY RIGHTS
7.1 We, or our licensors (as the case may be), own all Intellectual Property Rights in our content on/used in relation to the Platform. You can only use our Intellectual Property Rights for the specific purpose of using the Platform.
7.2 You acknowledge that the Platform, our services and content are protected by copyright, trademark, and other applicable laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, our services or content.
7.3 These Terms do not convey any proprietary interest in or to our Intellectual Property Rights.
8. USER CONTENT
8.1 You may provide, submit, upload, make available or transmit your User Content to us for the purpose of it being used on the Platform, or for use by any Third-Party Service Providers. This may arise, for example, when you submit your feedback to us. You have and will retain sole ownership rights to all of your User Content. However, notwithstanding the termination of these Terms, when you submit your User Content to us, you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, sub-licensable, transferable right and license to use, access, host, store, cache, reproduce, publish, display, distribute, perform, transmit, modify, adapt, and create derivative works of your User Content, without any further consent, notice and/or compensation to you or others, subject to the relevant legislations and the Privacy Policy.
8.2 All User Content transmitted through the services is the sole responsibility of the User from which such User Content originated. We do not verify the veracity of, nor do we validate, endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any User Content posted or supplied by you or any third party provided to us and posted via the Platform.
8.3 You warrant that:
8.3.1 your User Content will not infringe upon or violate the rights of any third party, including, without limitation, any Intellectual Property Rights;
8.3.2 you have obtained any and all necessary consents, permissions and/or waivers from any and all persons appearing in your User Content in order to include their name, voice, likeness in your User Content prior to publishing the same on the Platform; and
8.3.3 your User Content does not and will not create any liability on our part, our subsidiaries, affiliates, successors and assigns and their respective employees, agents, directors, officers and/or shareholders.
8.4 We reserve the right to, in our sole reasonable discretion, remove any User Content and/or non-fungible token (“NFT”) listing (where applicable) or display from the Platform at any time, and for any reason, without notice. You acknowledge and agree that the Company shall not be liable for any damages arising from such removal. We are also not obligated to back up any User Content.
9. USER CONDUCT
9.1 You warrant that you will comply with any and all rules, regulations and/or applicable laws and regulations governing the practice of law in your jurisdiction in connection with the use of the Platform, and our services.
9.2 You agree not to:
9.2.1 impersonate another person or User;
9.2.2 use the Platform other than as authorised and in accordance with these Terms;
9.2.3 copy our content for any purpose that is not envisaged within these Terms;
9.2.4 copy, modify, translate or create derivative works of our content or the Platform or any part thereof;
9.2.5 where applicable, send spam, unwelcome communications, or material that is against public interest, order, national harmony or offends good taste and decency, to others, or act in an unlawful, defamatory, libelous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Platform;
9.2.6 use any device, software, routine or use the Platform in any way that interferes with any application, function, or use of the Platform, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the Platform;
9.2.7 reformat, frame or mirror the Platform;
9.2.8 decompile, disassemble or reverse engineer the underlying software or application that is part of the Platform or otherwise attempt to derive its source code;
9.2.9 use the Platform either directly or indirectly to support any activity that is illegal, fraudulent, abusive and/or amoral including but not limited to violating our Intellectual Property Rights or that of others;
9.2.10 use the Platform in such a way or attempt to commercially exploit any part of the Platform without our permission, including without limitation, to modify any of the Platform’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
9.2.11 access and/or use the Platform for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and
9.2.12 authorise or otherwise instigate any third parties to do any of the above.
10. INDEMNIFICATION BY THE USER
10.1 To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company 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:
10.1.1 your use or misuse of the Platform or the content on the Platform,
10.1.2 your violation of these Terms;
10.1.3 your violation of the rights of a third party (including their Intellectual Property Rights); and/or
10.1.4 your violation of any terms and conditions of Third-Party Service Provider that you have agreed to or whose services you have used or accessed.
10.2 You agree to promptly notify the Company of any third-party Claims and cooperate with the Company in defending such Claims. You further agree that the Company shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
10.3 Except where otherwise provided in these Terms, where you have incurred any liability to us, whether arising from or under these Terms or otherwise, howsoever arising, we may without notice to you, set-off the amount of such liability against any liability of us to you arising from or under these Terms, whether either such liability is liquidated or unliquidated, present or future, accrued or contingent.
11. DISCLAIMERS
11.1 Unless expressly provided for in writing by the Company, the Platform and the services are provided by us on an ‘as is’ and ‘as available’ basis without warranties or conditions of any kind, either express or implied. Your reliance on any information provided to you via the Platform is entirely at your own risk and we reserve the right to remove any content from the Platform at any time, for any reason, without notice. You acknowledge and agree that the Company shall not be liable for any damages arising from such removal.
11.2 Access to the Platform
11.2.1 We will endeavour to the best of our abilities, within commercially reasonable means, to ensure that the Platform is available at all times.
11.2.2 Notwithstanding the foregoing, we:
a. do not warrant that your use of the Platform will be uninterrupted, error-free or bug-free or that the Platform will meet your requirements;
b. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet;
c. shall not be responsible for non-performance of the Platform caused by any use that is contrary to our Terms, instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and
d. shall not be responsible for any loss or damage arising from your failure to keep your passwords or other applicable seed phrases or keys secure and confidential.
11.2.3 You acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such facilities.
12. ASSUMPTION OF RISK
12.1 You acknowledge and accept that the risk of lack of market acceptance and adoption, market volatility, lack of a secondary market for trading and/or restrictions on trading in a secondary market, unforeseen software bugs, volatile price fluctuations of the resources used, cybersecurity issues or disruptions remain, and the Company shall not be liable to you for any loss, damage or delay caused by the delay or failure of the Platform or the services, cyber hacking, fraud or any form of cybercrimes committed against the Company, the Platform or you in respect of all matters.
12.2 The regulatory status of blockchain technology is unclear or unsettled in many jurisdictions. In the event that any relevant authority makes changes to existing laws, regulations and/or rules or financial institutions make commercial decisions, and such changes/decisions negatively impact the provision of any services or the Platform in various ways, the Company shall be entitled to cease the provision of any services to you and operation of the Platform in any jurisdiction without incurring any liability whatsoever to you.
12.3 You acknowledge and accept the risks of dealing with smart contracts and/or losing money due to fluctuations in the price of cryptographic digital assets (where applicable).
12.4 You acknowledge and accept that we are not licensed or regulated under the laws or regulations of any jurisdiction (including that of the Republic of Singapore). You represent and warrant that your use of the Platform does not violate any law of your relevant place of domicile and jurisdiction, and no further consent or approval from any governmental authority is required in connection with such use of the Platform, and even if there are additional requirements or restrictions related to such use of the Platform, you agree to comply with, and shall be solely responsible for complying with, any such laws or regulations. You represent and warrant that your use of the Platform does not implicate or otherwise give rise to any legal or regulatory obligations on our part in respect of the laws of your relevant place of domicile and jurisdiction.
13. LIMITATION OF LIABILITY
13.1 Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
13.2 We shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:
13.2.1 any loss of profits, sales, revenue, business, data, use, goodwill or other intangible losses, or pure economic loss;
13.2.2 any indirect, incidental, exemplary, punitive, special or consequential loss, costs, damages, charges or expenses;
13.2.3 any actions taken by us in good faith in accordance with the information and instructions you have provided to us via the Platform or otherwise (where applicable);
13.2.4 any loss or damage caused by malware, distributed denial-of-service attack, or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform;
13.2.5 any damages relating to your access to, use of, or inability to access or use the Platform;
13.2.6 any damages relating to any conduct or content of any third party or another User, including without limitation, inaccurate, defamatory, offensive, unlawful or illegal conduct (where applicable);
13.2.7 any content, services or goods provided by any Third-Party Service Provider, including the quality of such services or goods; or
13.2.8 any consequences arising in connection with any event which occurs by reason of forces outside of our control. This includes any event, or a series of related events, that is outside of our reasonable control, including but not limited to acts of God, acts of civil or military authority, acts of customs authorities, national emergencies, industrial action, fire, abnormally adverse weather conditions, earthquakes, catastrophes, wars, insurrections, riots, security threats, epidemics, pandemics and/or material network or other material telecommunications failures and material delay by common carriers.
13.3 Subject to the limitations on our liability set out herein, our total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, including any professional and legal costs, arising in connection with these Terms, the access to and use of the Platform and content, or the sale or purchase of any products on this Platform, shall be limited to the greater of (a) USD 100, (b) the amount of fees received by us from the transaction of the relevant product, service or digital asset(s) that is/are the subject of the claim (where applicable) or (c) the amount of fees received by us in relation to the Platform or associated services rendered to you in the 12 month period preceding the date the claim arose (where applicable).
13.4 For the avoidance of doubt, the foregoing sets out our total financial liability to you in respect of any breach of these Terms, including but not limited to any Personal Data or data security breach.
14. MODIFICATION TO THE PLATFORM
14.1 To the maximum extent permitted by the applicable law, we reserve the right in our sole and absolute discretion, to amend, modify, alter or supplement these Terms and the Platform from time to time, without prior notice to you.
14.2 You should check back on the Platform often to confirm that your copy and understanding of these Terms is current and correct. You hereby agree that non-termination or continued use of the Platform after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates.
15. TERMINATION
15.1 The Company may, without notice and in its sole discretion, terminate these Terms and your right to access or use the Platform at any time, and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
15.2 Termination of these Terms shall not affect the effect of Clauses 5, 6, 7, 10, 11, 12, 13, 15, 16, 17, 18, 19 and 20.
15.3 No termination shall release you from any liability which at any time of such termination has already accrued to the Company or which may accrue thereafter in respect of any act, omission or breach prior to such termination.
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1 These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Singapore.
16.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore, administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
17. WAIVER
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
18. SEVERABILITY
If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
19. ENTIRE AGREEMENT
Unless explicitly agreed between parties in writing, these Terms of Use constitute the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
20. THIRD-PARTY RIGHTS
No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its Terms.
21. APPLICABILITY OF THESE TERMS
21.1 This section covers Product-specific Terms that are in addition to the General Terms. In event of any conflict with the General Terms, these Product-specific Terms shall supersede.
22. PRODUCT-SPECIFIC DEFINITIONS AND INTERPRETATION
22.1 Unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Creator” means any User on the Platform that plays the role of a creator on the Platform, including by creating or submitting User Content, engaging with Fans, and any other such similar activities on the Platform; and
“Fan” means any User on the Platform that plays the role of a fan on the Platform, including by participation and engagement with Creators or such Creators’ User Content, and any other such similar activities on the Platform.
23. USER CONTENT FOR NFTs
23.1 Where you use your User Content to mint any NFTs, whether as a Creator or otherwise, notwithstanding the termination of these Terms, you hereby agree to grant, or procure to be granted, to any rightful holder of the NFT a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to use your User Content on the Platform for non-commercial purposes and for the following purposes:
23.1.1 promoting, sharing, commenting, discussing their rightful ownership of the relevant NFT, or interest your User Content (e.g., on social media platforms, blogs, digital galleries, decentralised virtual worlds, galleries, museums, virtual environments, and any other internet-based media platforms); and
23.1.2 (where applicable) displaying on the Platform, third party exchanges, platforms or marketplaces or applications in association with an offer to sell, or trade, the NFT associated with the underlying User Content.
23.2 If any User wishes to dispute any User Content uploaded by other Users, or feel that such User Content is false, intentionally misleading, defamatory, offensive, or infringes upon your rights (Intellectual Property Rights or otherwise) you may communicate directly with us for the purposes of verifying the User Content or requesting a takedown of the User Content from the Platform. We can be contacted at legal@blockchainspace.com. In relation to User Content, you agree that upon our release of the username (or similar handle) of the relevant User to you, the discretion of which lies solely with us, you shall waive and release any and all claims, actions or otherwise which you have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns in relation to the same.
24. NFT HOLDER'S RIGHTS TO WORKS UNDERLYING NFTS
24.1 Unless parties have agreed otherwise, this Clause shall apply.
24.2 Where applicable, the NFT holder is granted a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to use and display the work underlying the relevant NFT (“Work”) (legally owned and properly obtained by the NFT holder) for non-commercial purposes and for other purposes envisioned in these Terms.
24.3 The NFT holder’s limited license to use and display the Work for non-commercial purposes, includes, but is not limited to, the right to:
24.3.1 for the purpose of promoting, sharing, commenting and discussing the NFT holder’s ownership of the relevant NFT, or interest in the Work (eg. on social media platforms, blogs, digital galleries, decentralised virtual worlds, galleries, museums, virtual environments, and any other internet-based media platforms); and
24.3.2 on third party exchanges, platforms, marketplaces or applications in association with an offer to sell, or trade, the NFT associated with the underlying Work.
24.4 For the avoidance of doubt, the NFT holder acknowledges and agrees that it may not, nor permit any third party to, do or attempt to do any of the foregoing without the explicit consent in writing of the owner of the Work:
24.4.1 use the Work for commercial purposes, including selling copies of the Work, selling access to the Work, selling derivative works incorporating the Work, or commercially exploiting the Work via other means;
24.4.2 modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the artist’s honor or reputation;
24.4.3 use the Work to advertise, market, or sell any third-party product or Service;
24.4.4 use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
24.4.5 incorporate the Work in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms;
24.4.6 sell, distribute for commercial gain, or otherwise commercialise merchandise that includes, contains, or consists of the Work;
24.4.7 attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Work;
24.4.8 attempt to mint, tokenise, or create an additional cryptographic token representing the same work, whether on or off of the Platform;
24.4.9 falsify, misrepresent, or conceal the authorship of the Work; or
24.4.10 otherwise utilise the Work for the NFT holder’s or any third party’s commercial benefit.
24.5 For the avoidance of doubt, references in these Terms to any “NFT holder” includes any User for whom the Company may, in respect of the relevant NFT, be in possession or control of the corresponding private keys.
25. THIRD-PARTY CONTENT
Through our Platform, via search functions or otherwise, you may have the ability to access, receive and/or use content provided by third parties and/or content that is protected by intellectual property rights belonging to third parties, whether such third parties are Users, or otherwise (“Third-Party Content”). Occasionally, Third-Party Content may also be available to you via links. We assume no responsibility for such Third-Party Content. Links to Third-Party Content should not be interpreted as endorsement by us of the content at those linked websites. We will not be liable for any loss or damage that may arise from your use of them. We also cannot guarantee that such Third-Party Content will be free of material you may find objectionable or otherwise. Our delivery of the Services or Third-Party Content to you does not transfer any commercial or promotional use rights to you and does not constitute a grant or waiver of any rights of the rightful copyright owners. Any use of Third-Party Content is at your own risk, and we disclaim any responsibility or liability related to your access or use of any Third-Party Content.
26. REWARDS
26.1 The Company has at all times, and the Creators may be given from time to time, the right to determine reward schemes for their Fans where Fans can be awarded rewards (“Reward(s)”), being NFTs or other cryptographic tokens such as $GUILD (as the case may be), for completing certain tasks or achieving certain goals.
26.2 More information about such Reward schemes, and any further applicable terms, shall be made known to you on the relevant Creator’s page, or otherwise on the Platform from time to time.
26.3 The Company reserves the right to remove, alter or modify the Reward schemes at any time as it sees fit. Further, the Company reserves the right to remove or disqualify any Fan from participating in any Reward scheme at any time in its sole discretion (including but not limited to reasons such as non-compliance with these Terms or the applicable laws).
26.4 The number, value and entitlement to the Rewards may be decided in the Creator’s and/or Company’s discretion. Where such parameters are decided solely by the Creator, we cannot and shall not be liable to you for any losses, damages or expenses howsoever caused by or arising out of such Rewards to the extent that such losses, damages or expenses are caused, whether directly or indirectly, by the relevant Creator.
26.5 Unless otherwise specified, Rewards:
26.5.1 may be used to purchase exclusive promotions and deals from us or Creators;
26.5.2 may be traded on the secondary market;
26.5.3 are not refundable and cannot be replaced if lost, damaged or expired; and
26.5.4 are awarded and may only be used subject to relevant terms and conditions of the Reward.
26.6 Creator Events. From time to time, Creators may manage, produce, promote or provide an event, show, performance, screening, web-stream, exhibition, conference, attraction, place of interest, ride, venue access or other product or service for which Rewards may be used to gain access to (“Creator Events”). Such Creator Events are not organised, controlled or managed by the Company, unless otherwise expressly stated, and the Company does not warrant, endorse, guarantee or assume responsibility, and shall not be liable for, any information, materials, content, or any other product or service produced or provided by the Creator, a third party and/or on any Third Party online website, mobile application or online platform (“Third-Party Sites”), or for any acts or omissions of such parties. Such Third-Party Sites may also have their own terms and conditions and/or privacy policies, and the Company does not accept any responsibility or liability for these terms or policies.
27. DISCLAIMERS
27.1 Cryptographic digital assets (including non-fungible tokens and cryptocurrencies) are recorded and maintained on a decentralised blockchain platform. You acknowledge and agree that the Company does not guarantee that it can/will transfer the ownership of the relevant digital asset to you or any other party (as the case may be).
27.2 Due to the relatively nascent nature of the blockchain technology, the relevant blockchain may also be prone to periodic congestion, failure, or cyberattack, during which the delivery of the relevant cryptographic digital asset being sent or received may be delayed indefinitely or irretrievably lost or stolen due to no fault of ours. Accordingly, you acknowledge and accept that no liability whatsoever is assumed by us for losses or delays to you caused by any such factors.
28. USER WALLET
28.1 Notwithstanding any situation where any digital assets (including NFT(s) or other cryptographic tokens such as $GUILD) are held in any account established or operated by us, and/or held corresponding to any private key(s) that are in our possession or control, you hereby agree that nothing in these Terms or our relationship shall be construed as creating a relationship of trust, agency or partnership.