NFPrompt Terms of Service Effective Date

NFPrompt Terms of Service Effective Date:

Welcome to NFPrompt!
A product owned and operated by NFPrompt LTD (“NFPrompt,” “we,” “us”, or“our”). These Terms of Service (“Terms”) govern your access to and use of the NFPrompt website(s), ourAPIs, mobile app (the “App”), and any other software, tools, features, or functionalities provided onor inconnection with our services; including without limitation using our services to view, explore, andcreateNFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transferNFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungibletoken or similar digital item implemented on a blockchain, which uses smart contracts to linktoorotherwise be associated with certain content or data. For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If youusetheService on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entitytothese Terms, and (b) you agree to these Terms on the entity’s behalf. PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAINIMPORTANTINFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED INSECTION16BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENTANDCLASSACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANYDISPUTESBETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHERTHANBY A JUDGE OR JURY IN COURT. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TOBEBOUNDBYTHESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BYREFERENCE, INCLUDING OUR PRIVACY POLICY https://static.nfprompt.io/website/nfp/docs/privacy.pdf. IFYOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THESERVICE. NFPrompt is not a wallet provider, exchange, broker, financial institution, money services business, orcreditor. NFPrompt provides a peer-to-peer web3 service that helps users discover and directly interact witheach other and NFTs available on public blockchains. We do not have custody or control over the NFTsorblockchains you are interacting with and we do not execute or effectuate purchases, transfers, or salesofNFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactionsonblockchains. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that youpurchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible ontheService. 2 NFPrompt reserves the right to change or modify these Terms at any time and in our sole discretion. If wemake material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Effective Date” date at the beginningofthese Terms. By continuing to access or use the Service, you confirm your acceptance of the revisedTermsand all of the terms incorporated therein by reference effective as of the date these Terms are updated. It isyour sole responsibility to review the Terms from time to time to view such changes and to ensure that youunderstand the terms and conditions that apply when you access or use the Service. 1. Accessing the Service (a) Your Account. You will need a blockchain address and a third-party wallet to access theService. Your account on the service (“Account”) will be associated with your blockchain address. Your Account on NFPrompt will be associated with your linked blockchain address and displaytheNFTs for that blockchain address (and, if applicable, any content associated with such NFTs). Byusingyour wallet in connection with the Service, you agree that you are using that wallet under the terms andconditions of the applicable provider of the wallet. Wallets are not operated by, maintainedby, oraffiliated with NFPrompt, and NFPrompt does not have custody or control over the contents of yourwallet and has no ability to retrieve or transfer its contents. NFPrompt accepts no responsibilityfor, orliability to you, in connection with your use of a wallet and makes no representations or warrantiesregarding how the Service will operate with any specific wallet. You are solely responsible for keepingyour wallet secure and you should never share your wallet credentials or seed phrase with anyone. Ifyou discover an issue related to your wallet, please contact your wallet provider. Likewise, youaresolely responsible for your Account and any associated wallet and we are not liable for anyactsoromissions by you in connection with your Account or as a result of your Account or wallet beingcompromised. You agree to immediately notify us if you discover or otherwise suspect anysecurityissues related to the Service or your Account (you can contact us here). (b) Compliance. You also represent and warrant that you will comply with all applicablelaws(e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, byusing the Service, you represent and warrant that: (i) you are not located in, ordinarily resident in, ororganized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (ii) you are not subject to any sanctions administeredbyanagency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (iii) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any EmbargoedJurisdiction; (v) none of your officers, managers, directors, shareholders or authorized representativesissubject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, anyEmbargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject toSanctions or that is located in, ordinarily resident in, or organized under the laws of, any EmbargoedJurisdiction. You further covenant that the foregoing shall be true during the entire periodof thisagreement. You must not use any software or networking techniques, including use of a Virtual PrivateNetwork (VPN) to modify your internet protocol address or otherwise circumvent or attempt tocircumvent this prohibition. We reserve the right, but have no obligation, to monitor where our Servicesare accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to blockaccessto the Service, in whole or in part, from any geographic location, IP addresses and unique deviceidentifiers or to any user who we believe is in breach of these Terms. (c) Eligibility. We require all users to be at least 18 years old. If you are at least 13 years old 3 but under 18 years old, you may only use NFPrompt through a parent or guardian’s Account andwiththeir approval and oversight. That account holder is responsible for your actions using the Account. It isprohibited to use our Service if you are under 13 years old. (d) Duty to Provide Information and Documents Under Certain Circumstances. Wemayrequire you to provide additional information and documents in certain circumstances, such as at therequest of any government authority, as any applicable law or regulation dictates, or to investigateapotential violation of these Terms. In such cases, we, in our sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents areprocessed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access t-o the Service. (e) Unauthorized Access. You may not access or utilize the Services for the purpose of webcrawling, web harvesting, data mining, data extraction, scraping or aggregating information, includingwithout limitation listings and smart contracts available on or through the Services, or similar activitieswithout our prior written consent in our sole discretion. (f) License to Access. You are hereby granted a limited, non-exclusive, nontransferable, non-sublicensable, and personal license to access and use the Service provided, however, that such licenseissubject to your compliance with these Terms. If any software, content, or other materials ownedby, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials providedto you as part of the Service (and right to download a single copy of the App onto your applicableequipment or device), in each case for the sole purpose of enabling you to use the Service as permittedby these Terms, provided that your license in any content linked to or associated with any NFTsissolely as set forth by the applicable seller or creator of such NFT. 2. Ownership (a) Proprietary Property of NFPrompt. The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, informationandother materials, and all content and other materials contained therein, including, without limitation, theNFPrompt logo and all designs, text, graphics, pictures, data, software, sound files, other files, andtheselection and arrangement thereof are the proprietary property of NFPrompt or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownershipinterests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connectionwiththe Service and its content, including, without limitation, the exclusive right to create derivative works. (b) Intellectual Property of NFPrompt. NFPrompt’s name, logo, trademarks, andanyNFPrompt product or service names, designs, logos, and slogans are the intellectual propertyofNFPrompt or our affiliates or licensors and may not be copied, imitated or used, in whole or inpart, without our prior written permission in each instance. You may not use any metatags or other “hiddentext” utilizing “NFPrompt” or any other name, trademark or product or service name of NFPrompt orour affiliates or licensors without our prior written permission. In addition, the “look and feel” of theService constitutes the service mark, trademark or trade dress of NFPrompt and may not be copied, imitated or used, in whole or in part, without our prior written permission. 4 (c) Third-party Rights. All other third-party trademarks, registered trademarks, andproduct names mentioned on the Service or contained in the content linked to or associated with anyNFTsdisplayed on the Service are the property of their respective owners and may not be copied, imitatedorused, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendationbyNFPrompt. 3. Third-Party Content and Services (a) Third-party Content. As a peer-to-peer web3 service, NFPrompt helps you explore NFTscreated by third parties and interact with different blockchains. NFPrompt does not makeanyrepresentations or warranties about this third-party content visible through our Service, includinganycontent associated with NFTs displayed on the Service, and you bear responsibility for verifyingthelegitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We alsocannot guarantee that any NFTs visible on NFPrompt will always remain visible and/or available to be bought, sold, or transferred. (b) Third-Party Services. The Service may also contain links or functionality to access or usethird-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), orotherwise display, include, or make available content, data, information, services, applications, ormaterials from third parties (“Third-Party Materials”). When you click on a link to, or access anduse, a Third-Party Website or Third-Party Application, though we may not warn you that you have left ourService, you are subject to the terms and conditions (including privacy policies) of another websiteordestination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials arenot under the control of NFPrompt, and may be “open” applications for which no recourse is possible. NFPrompt is not responsible or liable for any Third-Party Websites, Third-Party Applications, andThird-Party Materials. NFPrompt provides links to these Third-Party Websites and Third-PartyApplications only as a convenience and does not review, approve, monitor, endorse, warrant, or makeany representations with respect to Third-Party Websites or Third-Party Applications, or their productsor services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-PartyApplications, and Third-Party Materials at your own risk. 4. Terms Applicable to Purchaser and Sellers. If you are using the Services to purchase NFTs, youare a “Purchaser,” and if you are using the Services to sell NFTs, you are a “Seller.” If youareeither a Purchaser or Seller, you agree to the following additional terms: (a) Purchase Terms. NFTs may be subject to terms directly between the Purchasers or theSellers with respect to the use of the NFT content and benefits associated with a given NFT(“PurchaseTerms”). NFPrompt is not a party to any such Purchase Terms, which are solely between the Purchasersor the Sellers. The Purchasers or the Sellers are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such PurchaseTerms. (b) Costs and Fees. Transactions on the Service may be subject to fees that NFPrompt collectsto support the NFT creators and Service, as posted on the Site or otherwise set forth in these Terms. 5 “Revenue” means the gross amount paid by the Purchaser of a sale of your NFT on the Service. Youfurther agree to pay all other applicable fees, including Gas Fees and hosting fees, and you authorizeNFPrompt to automatically charge you for any such fees or deduct such fees (including the TransactionFee) directly from your amounts paid by the Purchaser. The payments made to Creators do not includeany Taxes (as defined below), and NFPrompt shall have no responsibility for payment of suchTaxesregardless of the taxing authority. Each party shall be responsible for all Taxes imposed on its incomeorproperty. Purchasers will be responsible for paying all such fees. In addition, interactions withtheblockchain may also result in transaction fees or Gas Fees (as defined below) imposed by the blockchain, which are also solely your responsibility. “Gas fees” mean the fees that fund the network of computersthat run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for eachtransaction that occurs via the blockchain network. (c) Revenue Share and Fees. If you are a Seller, will receive Revenue less the TransactionFeefor each initial sale of your NFT on the Service. “Transaction Fee” means the percentage of theRevenue generated from the initial sale of your NFT sale of an NFT that is listed on the listing interface, as agreed by you, when determining to list your NFT for sale. The Transaction Fee may be, but is not required to be, the sale percentage for all sales of NFT and may be changed fromtime to time prior tobeing agreed to on the listing interface with respect to. 5. Terms Applicable to Creators. If you are using the Services to create and deploy, youarea“Creator” and agree to the following additional terms: (a) Royalties. If you are a Creator, in each sale by other Sellers following your initial saleofyour NFT, you will receive the percentage of Revenue with respect to each such sale set forthintheapplicable field of the NFT at the time of creation (“Artist Royalty Fee”). (b) Taxes. You are solely responsible for all costs incurred by you in using the Services anddetermining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means thetaxes, duties, levies, tariffs, and other governmental charges that you may be required by lawtocollect and remit to governmental agencies, and other similar municipal, state, federal and national indirect orother withholding and personal or corporate income taxes. You are solely responsible for maintainingall relevant Tax records and complying with any reporting requirements you may have as relatedtoourServices. You are further solely responsible for independently maintaining the accuracy of anyrecordsubmitted to any tax authority including any information derived from the Services. We reserve theright to report any activity occurring using the Services to relevant tax authorities as requiredunderapplicable law. 6. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvementsto the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free touseit without any restriction or compensation to you. 7. User Conduct and Our Rights to Take actions. To protect our community and comply withourlegal obligations, we reserve the right to take action, with or without advance notice, if we believeyou have violated these Terms. This may include: removing the ability to view certain NFTs ontheService or use our Service to interact with the NFTs; disabling the ability to use the Serviceinconjunction with buying/selling/transferring NFTs available on blockchains; disabling your abilityto access our Service; and/or other actions. You agree that you will not violate any law, contract, 6 intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not: (a) Use or attempt to use another user’s Account without authorization fromsuch user. (b) Pose as another person or entity, or use a wallet to engage in a transaction on NFPrompt that is owned or controlled, in whole or in part, by any other person. (c) Claim an NFPrompt username for the purpose of reselling it, confusing others, derivingothers’ goodwill, or otherwise engage in name squatting. (d) Access the Service from a different blockchain address if we’ve blocked any of your otherblockchain addresses from accessing the Service, unless you have our written permission first. (e) Distribute spam, including through sending unwanted NFTs to other users. (f) Use the Service – including through disseminating any software or interacting with anyAPI– that could damage, disable, overburden, or impair the functioning of the Service in any manner. (g) Bypass or ignore instructions that control access to the Service, including attemptingtocircumvent any rate limiting systems by using multiple API keys, directing traffic through multipleIPaddresses, or otherwise obfuscating the source of traffic you send to NFPrompt. (h) Use our Service for commercial purposes inconsistent with these Terms or anyotherinstructions. (i) Use any data mining, robot, spider, crawler, scraper, script, browser extension, offlinereader, or other automated means or interface not authorized by us to access the Service, extract data, orotherwise interfere with or modify the rendering of Service pages or functionality. (j) Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed toprevent or limit access to any service, area, or code of the Service. (k) Sell or resell the Service or attempt to circumvent any NFPrompt fee systems. (l) Engage in behaviors that have the intention or the effect of artificially causing anitemorcollection to appear at the top of search results, or artificially increasing view counts, favorites, or othermetrics that NFPrompt might use to sort search results. (m) Use the Service or data collected from our Service for any advertising or direct marketingactivity (including without limitation, email marketing, SMS marketing, and telemarketing). (n) Use the Service for or in connection with money laundering, terrorist financing, or otherillicit financial activity, or in any way in connection with the violation of any lawor regulationthat 7 applies to you or to NFPrompt. (o) Use the Service, directly or indirectly, for, on behalf of, or for the benefit of, (i) anynatural or legal person that is the subject of Sanctions; (ii) any natural or legal person located in, ordinarilyresident in, or organized under the laws of, any Embargoed Jurisdiction; or (iii) any legal personownedor controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, ororganized under the laws of, any Embargoed Jurisdiction. (p) Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, ordebt instruments. (q) Use the Service to create, sell, or buy NFTs or other items that give owners rightstoparticipate in an ICO or any securities offering, or that are redeemable for securities, commodities, orother financial instruments. (r) Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, ormanipulative activity. (s) Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, itemstaken without authorization, and/or any other illegally obtained items. (t) Infringe or violate the intellectual property rights or any other rights of others. (u) Create or display illegal content, such as content that may involve child sexual exploitation. (v) Create or display NFTs or other items that promote suicide or self-harm, incites hateorviolence against others, or doxes another individual. (w) Use the Service for any illegal or unauthorized purpose, including creating or displayingillegal content, such as content that may involve child sexual exploitation, or encouraging or promotingany activity that violates the Terms of Service. (x) Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully
8. Intellectual Property Rights (a) Right to Use but Not Own Your Content. By using the Service in conjunctionwithcreating, submitting, posting, promoting, or displaying content, or by complying with NFPrompt’smetadata standards in your metadata API responses, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, includingbut not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any 8 digital file, art, or other material linked to or associated with any NFTs that are displayed on the Service. NFPrompt does not claim that submitting, posting, or displaying this content on or through the Servicegives NFPrompt any ownership of the content. (b) Warranties. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted hereinfor anycontent that you create, submit, post, promote, or display on or through the Service. You represent andwarrant that such content does not contain material subject to copyright, trademark, publicity rights, orother intellectual property rights, unless you have necessary permission or are otherwise legallyentitledto post the material and to grant NFPrompt the license described above, and that the content does not violate any laws. (c) Respect of Third Party Rights. NFPrompt respects the intellectual property rightsofothers, takes the protection of intellectual property rights very seriously, and asks users of the Servicetodo the same. Infringing activity will not be tolerated on or through the Service. (d) DMCA Notification. We comply with the provisions of the Digital MillenniumCopyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact usat admin@nfprompt.io. (e) Procedure for Reporting Claimed Infringement. If you believe that any content madeavailable on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of ClaimedInfringement” to the us identified above containing the following information: (i) an electronic or physical signature of the person authorized to act on behalf of theowner of the copyright or other right being infringed; (ii) a description of the copyrighted work or other intellectual property right that youclaim has been infringed; (iii) a description of the material that you claim is infringing and where it is locatedontheService, including a URL representing a link to the material on the NFPrompt website; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the use of the materials onthe Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and (vi) a statement by you that the above information in your notice is accurate andthat, under penalty of perjury, you are the copyright or other intellectual propertyright 9 owner or authorized to act on the copyright or intellectual property owner’s behalf. (f) Repeat Infringers. NFPrompt’s policy is to: (i) remove or disable access to material that NFPrompt believes in good faith, upon notice from an intellectual property rights owner or authorizedagent, is infringing the intellectual property rights of a third party by being made available throughtheService; and (ii) in appropriate circumstances, to terminate the accounts of and block access totheService by any user who repeatedly or egregiously infringes other people’s copyright or otherintellectual property rights. NFPrompt will terminate the accounts of users that are determinedbyNFPrompt to be repeat infringers. NFPrompt reserves the right, however, to suspend or terminateaccounts of users in our sole discretion. (g) Counter Notification. If you receive a notification from NFPrompt that material madeavailable by you on or through the Service has been the subject of a Notification of ClaimedInfringement, then you will have the right to provide NFPrompt with what is called a “CounterNotification.” To be effective, a Counter Notification must be in writing, provided to NFPrompt’sDesignated Agent through one of the methods identified in Section 8.2, and include substantiallythefollowing information: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has beendisabled and the location at which the material appeared before it was removedor access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material tobe removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent tothejurisdiction of Federal District Court for the judicial district in which the address islocated, or if you are residing outside of the United States, then for any judicial district in which NFPrompt may be found, and that you will accept service of processfrom the person who provided notification under Section 8.2 above or an agent of that person. (h) Reposting of Content Subject to a Counter Notification. If you submit a CounterNotification to NFPrompt in response to a Notification of Claimed Infringement, then NFPrompt will promptly provide the person who provided the Notification of Claimed Infringement with a copyofyour Counter Notification and inform that person that NFPrompt will replace the removed User Content or cease disabling access to it in 10 business days, and NFPrompt will replace the removedUserContent and cease disabling access to it not less than 10, nor more than 14, business days followingreceipt of the Counter Notification, unless NFPrompt’s Designated Agent receives notice fromthepartythat submitted the Notification of Claimed Infringement that such person has filed an action seekingacourt order to restrain the user from engaging in infringing activity relating to the material onNFPrompt’s system or network. 10 (i) False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “any person who knowingly materially misrepresents under[Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2)that material or activity was removed or disabled by mistake or misidentification, will be liable for anydamages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owneror copyright owner’s authorized licensee, or by a service provider, who is injured bysuchmisrepresentation, as the result of [NFPrompt] relying upon such misrepresentation in removingordisabling access to the material or activity claimed to be infringing, or in replacing the removedmaterial or ceasing to disable access to it.” NFPrompt reserves the right to seek damages fromany partythat submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

Source:
https://static.nfprompt.io/website/nfp/docs/tos.pdf