1.1 These Terms and Conditions (Terms and Conditions) are entered into between METABILLIONAIRE (We, Us or Our) and you (the User), together the Parties, and each a Party.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS.
BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL OF THE TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE OUR SERVICE.
1.2 We provide a marketplace for Holders of the Metabillionaire NFT looking to buy participation to exclusive events, exclusive opportunities which are only dedicated to the holders of the Nun Fungible Token (NFT).
NFTs refer to Digital Assets (NFTs) linked with certain digital media and art (“NFT Media”), implemented on the Ethereum blockchain and using smart contracts. Metabillionaire is the world's first entrepreneurship-based NFT project. Metabillionaire is a community-driven global ecosystem, merging Web2 networking with Web3 technologies.
1.3 We are not a wallet provider, exchange, broker, financial institution, or creditor. We provide a peer-to-peer service that helps Users discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, payments, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage with safety for your assets in transactions on blockchains.
1.4 We are not party to any agreement between Users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with Metabillionaire NFTs) visible on the Service.
1.5 We reserve the right to change or modify these Terms and Conditions at any time and in our sole discretion. If we make material changes to these Terms and Conditions, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service.
By continuing to access or use the Service, you confirm your acceptance of the revised Terms and Conditions and all of the Terms and Conditions incorporated therein by reference effective as of the date these Terms and Conditions are updated.
It is your sole responsibility to review the Terms and Conditions from time to time to view such changes and to ensure that you understand the Terms and Conditions that apply when you access or use the Service.
1.6 The marketplace of Metabillionaire is available directly on our platform at the following link : https://app.metabillionaire.com/ (“Marketplace”).
1.7 In these Terms and Conditions, the User means (as applicable) (1) anybody holding an NFT (2) and buying services available on : https://app.metabillionaire.com/ ; or (3) the individual browsing the Marketplace.
1.8 If you are a User using the Marketplace on behalf of an employer or a business entity, you, in your individual capacity, represent and warrant that you are authorized to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms and Conditions. 1.9 Services like Metamask are not being provided by Us and in no way we are in control of these services or party to any agreements with regards to these services. We shall not be liable for any failure or non-performance of such services, or for any damages or losses incurred in connection with the use of such services. Any failure of/on them would mean that their Terms and Conditions will apply.
2. ACCEPTANCE AND MARKETPLACE SUMMARY
2.1 These Terms and Conditions constitute a legal agreement between You and Us and govern your access to and your Use our Marketplace, including any content, functionality, and services offered on or through this Marketplace (collectively, the “Services”). By using the Marketplace, Users will be deemed to have accepted these Terms and Conditions.
2.2 The Marketplace allows Users to benefit from advantages as Holder of the NFT Metabillionaire, such as exclusive events, social opportunities.
2.3 We provide the Marketplace to Users. More precisely, we are providing a technological infrastructure to enable Buyers to form contracts for the purchase of services and goods as Holders of the Metabillionaire NFTs (the Marketplace Services).
2.4 You understand and agree that we only make the Marketplace and the Marketplace Services available. On the Marketplace itself, you will not be able to sell or buy Metabillionaire NFTs. We are not party to any agreement entered into between Users and we have no control over the conduct of Buyers, Sellers or any other User on platforms trading our NFTs, including in relation to the sale of illegally obtained NFTs on third platforms (such and mainly Opensea). 3. REGISTRATION
3.1 In order to register you must connect your wallet in order to use our Marketplace and in order to be sure you are a Holder of our Metabillionaire NFT.
3. 2 We may, in our sole discretion, refuse, decline, suspend or disable your wallet access to or use of the Marketplace.
3.3 You are responsible for the security of your electronic wallet, and you agree to accept responsibility for all activities that occur under your Account. You must not share your seed phrase, or other security related information with any other person or allow any other person access to your Wallet-Address. If you become aware of any unauthorized use of your password or of your Wallet-Address, you agree to notify us immediately at firstname.lastname@example.org.
3.4 For use of the Marketplace Buyers will need to generate a link key. This link key will allow Buyers to integrate their cryptocurrency wallet (eg. Metamask wallet) (“Wallet”) with the Marketplace which is necessary to buy Marketplace Services.
3.5 After having created an electronic Wallet and having bought our Metabillionaire NFTs (on dedicated and third platforms), Buyers will be able to use the Marketplace (Registration).
3.6 Users may view and browse the Marketplace without Registration, but will need to register to purchase Services from the Marketplace.
3.7 If User loses access to the wallet-key or forgets the details to the linked Wallet, they will lose access to the NFTs connected to their Wallet. We cannot assist with resetting such details.
3.8 If User loses access to the Wallet holding the Metabillionaire NFT, it will not be possible to access our Marketplace anymore.
3.9 We do not accept liability for any loss suffered by a User in connection with the User losing a link key or a private key. Users should always ensure their Wallet passwords and seed phrases are secure and not shared with any other party.
3.10 When you connect your Wallet, you will need to click on a link on our Website and you are responsible for ensuring your Wallet is accurately linked to our Website. If the link you click on does not contain the Metabillionaire URL https://app.metabillionaire.com/, you must NOT click on it as it may be a hostile link. Clicking on a hostile link may enable someone to obtain your private key and use it to steal your digital assets.
3.11 There are certain Wallets in which the return data will not show the URL used to initialize the Wallet. The only way to manage the security of the wallet and its assets is to ensure you only click on a link from a trusted website. Please pay attention to the URL of the website and we do not sale our Services on any other Website than : https://app.metabillionaire.com/
ANY OTHER LINK IS NOT LINKED TO METABILLIONAIRE AND PLEASE DO NOT INTERACT WITH THEM.
3.12 Other Digital Wallets (such as Metamask) will show in the return data the URL and you should check that data to ensure the URL is indeed from Metabillionaire.
3.13 It is vital that you understand and acknowledge that your access to our platform is based on the ownership of the NFTs remaining contingent upon you remaining in control of your Wallet. We have no ability to access or restore any seed phrases or private key(s) associated with your Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs.
3.14 By linking your Wallet to our Marketplace, or using any of the Marketplace Services, you are agreeing to these Terms and Conditions, so it is important that you carefully read and understand them.
3.15 When you link your Wallet to the Marketplace your wallet will generate a key. This private key permits transactions using your Wallet and your Wallet buying services on our Marketplace.
3.16 You will be responsible for maintaining the confidentiality of your private key and keystore and any passwords to access your Digital Wallet. You will be responsible for all activities that occur using your Wallet. We will not be liable for any loss or damage arising from your failure to comply with these Terms and Conditions. 4. TRANSACTIONS 4.1 GeneralThe Marketplace allows you to sell, purchase, collect and showcase Services as Holder of our NFT, on the Ethereum blockchain network. Such transactions will be governed by, and conducted in accordance with, the individual Sales Terms and Conditions applicable to each such transaction.It is the Buyer's responsibility to check the purchase details, including the selected Service and the Purchase Price, before making a purchase through our Marketplace. The Buyer assumes all risk in any risk in the Intellectual Property associated with an NFT purchased through a third/external Marketplace and should satisfy themselves prior to purchase that the NFT offered for sale is genuine and carries the necessary Intellectual Property rights connected with any design or mark associated with the NFT.By using the rights given as Holder of our NFT Metabillionaire on the Marketplace, you hereby represent and warrant that you own all legal right, title and interest in all intellectual property rights to the NFT Media linked or associated with such NFT, or you are legally authorized by the intellectual property owner to purchase Services on the Marketplace.
4.2 Transaction Format The transactions are conducted in a Fixed Price Sale format.
You may enter into a fixed price sale transaction whereby the Seller of the NFT shall list such NFT for sale on the Marketplace at a fixed sale price and the Purchaser may enter into a legally binding agreement to purchase such NFT by committing to buy the NFT at the specified sale price, which offer from the Purchaser to buy the NFT is accepted by the Seller (a “Fixed Price Sale”). In connection with a Sale of an NFT the Seller may set the price of the NFT in any amount in IMX or ETH tokens or any other cryptocurrencies as available on the Marketplace. 4.3 Conclusion of the transaction
In either case, we have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions.
We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Marketplace, or any other payment or transactions that you conduct via the Ethereum blockchain network.
5. PAYMENTS 5.1 We make available the Marketplace but we do not process payment for orders on behalf of Buyers as the agent of the Buyer. 5.2 Buyers agree to pay the Purchase Price at the time of purchase of a Service on the Marketplace dedicated to the Buy of Services and Benefits for Holders of the Metabillionaire NFT. 5.3 Buyers must pay the Purchase Price using the MBUC Token.
5.4 Buyers must ensure that their linked Wallet hold the Metabillionaire NFT, has sufficient funds, converted into MBUC token, to pay the Purchase Price.
5.5 Every transaction on the Marketplace requires the payment of a transaction fee (each, a “Transaction Fee”). Except as otherwise expressly stated in these Terms and Conditions and/or the Sales Terms, you will be solely responsible to pay any Transaction Fee for any transaction entered into via the Marketplace.
5.6 Buyers must not pay, or attempt to pay, the Purchase Price by fraudulent or unlawful means. In the absence of fraud or mistake, or Payments previously used to fund illicit /criminal activities. All payments made on the Marketplace are final. 5.7 By buying on Marketplace, you agree to pay all applicable fees, including transaction fees. 5.8 Approved Networks charge network fees. These fees are often required to cover the transaction costs on virtual currency networks and may apply to the purchase transactions. Unless indicated otherwise on your screen or elsewhere in the Terms and Conditions of the Marketplace, you are solely responsible for paying all network fees. We will not advance nor fund network fees on your behalf, nor be responsible should the network fee paid be insufficient or excessive. Your Account and Wallet from which you wish to send must hold sufficient funds to cover the Transaction Fees and its associated Network Fees, failing which the transaction may be blocked, might fail or result in your value being suspended temporarily or forever. 5.9 Any User demanding settlement through one of the third party payment processors agrees thereby for the payment to be made through websites covering the payment systems and states that he/she has read and accepted the Terms and Conditions available on such websites. To the extent permitted by law, we shall not be liable against the Users for any problems related to payments for which the owners of such sites are responsible, in particular for any delays in processing payments or inability to process them for technical reasons. In such cases the User shall contact the applicable payment processor's site in accordance with that website’s Terms and Conditions. 5.10 You agree that you are solely responsible for : (i) determining what, if any, taxes apply to your transactions on the Marketplace and ;(ii) paying any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of, and transactions conducted on, the Marketplace.
Neither us nor our Affiliates or employees are responsible for determining the taxes that may apply to your transactions. Except for corporate income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such Taxes from payments (including servicing fees) made to us pursuant to these Terms and Conditions. 5.11 Users agree that we may refuse to process any payment if we believe that a transaction is fraudulent, invalid, suspicious, or breaches applicable law or these Terms and Conditions, or due to our legal obligations due to our regulatory framework from Dubai, United Arab Emirates. 5.12 This clause 5 will survive the termination or expiry of these Terms and Conditions. 6. REFUNDS 6.1 Buyers are not entitled to return Services or receive a refund for change of mind or other reasons, circumstances. 6.2 Certain legislation and consumer protection laws and regulations (Regulations), may confer Users with rights, warranties, guarantees and remedies relating to the provision of the Marketplace by us to Users which cannot be excluded, restricted or modified (Statutory Rights). 6.3 Nothing in these Terms and Conditions excludes User's Statutory Rights as a consumer under the Regulations. Users agree that our Liability for the Marketplace provided to an entity defined as a consumer under the Regulations is governed solely by the Regulations of Dubai, United Arab Emirates and these Terms and Conditions. 6.4 Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and Services (including the Marketplace) are provided to Users without warranties of any kind, either express or implied, whether in statute, at law or on any other basis. 6.5 This clause 6 will survive the termination or expiry of these Terms and Conditions. 7. INTELLECTUAL PROPERTY RIGHTS AND CONTENT 7.1 We may allow Users to, on or through our Marketplace:access and view User Content and the content and information we make available on the Marketplace (“Our Content”), (together, the Content). 7.2 Unless otherwise indicated, we own or license all rights, title and interest (including Intellectual Property Rights) in our Marketplace, Marketplace Services and all of the Content. The use of our Marketplace and your use of and access to any of the Content does not grant or transfer Users any rights, title or interest in relation to our Marketplace or Our Content. 7.3 Users must not, without the prior written consent of ourselves or the owner of the Content (as applicable) or except as expressly permitted by these Terms and Conditions:copy or use, in whole or in part, any Content;reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content designated as paid, exclusive or non-shareable content to any third party; orbreach any Intellectual Property Rights connected with our Marketplace or Marketplace Services, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.
7.4 Subject to a User’s compliance with these Terms and Conditions, we grant Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable license to use our Marketplace and Marketplace Services, and access and view any Content for personal use, and any other purpose contemplated by these Terms and Conditions, in accordance with these Terms. All other use cases are prohibited without our prior and officially written consent by Email or through our official account on Discord.
7.5 You agree that this license includes the right for us to provide, promote, and improve the Marketplace and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services and promote the Marketplace and Marketplace Services in any media, marketing or promotional material.
7.6 You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Marketplace, and solely for purpose of providing the Marketplace, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other Users of the Marketplace shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Marketplace; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Marketplace. By posting or submitting Your Content to the Marketplace, 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 herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. 7.7 Users agree that they are solely responsible for all User Content that they make available on or through our Marketplace and Marketplace Services. 7.8 Users represent and warrant that:
they are either the sole and exclusive owner of all User Content or that they have all rights, licenses, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms and Conditions; andneither the User Content, nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of our Marketplace or Marketplace Services will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 7.9 The Content is not comprehensive and is for general information and general purposes only. It does not take into account any User’s specific needs, objectives or circumstances, and is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, to the extent permitted by law, we make no representation or warranty regarding the Content. The Content is subject to change without notice. We do not undertake to keep our Marketplace up-to-date and we are not liable if any Content is inaccurate or out-of-date. 7.10 This clause 7 will survive the termination or expiry of these Terms and Conditions. 8. WARRANTIES 8.1 Users represent, warrant and agree that:there are no legal restrictions for the Users accepting these Terms and Conditions;they will not use our Marketplace, including the Content, in any way that creates direct competition with our business. We are the world's first entrepreneurship-based NFT project. Metabillionaire is a community-driven global ecosystem, merging Web2 networking with Web3 technologies ;all information and documentation that Users provide to us in connection with these Terms and Conditions is true, correct and complete;we provide the Marketplace and any software operating it (including any associated supplier software and Application Programming Interfaces accessed to operate the Rights for Metabillionaire NFT holders) on an “as is” basis and that we make no representations or warranties regarding the software including that:the software, including any back-end infrastructure or smart contracts is of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment; orthat any data transmitted to the Software by a User will be secure or not otherwise lost or altered;are not responsible for any loss, failure on Opensea (https://opensea.io/collection/metabillionaire), on which NFT Metabillionaire are traded. Only NFT Holders can access our Marketplace and buy our Services Their Terms and Conditions will govern the relationship between the User and his interaction on it ;they have not relied on any representations or warranties made by us in relation to the Marketplace(including as to whether the Marketplace is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms and Conditions; andthey will be responsible for the use of any part of the Marketplace, and Users must ensure that no person uses any part of the Marketplace: (1) to break any law (including participating in money laundering or terrorism financing or) or infringe any person's rights (including Intellectual Property Rights); (2) to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted towards our reputation(3) or would be violating the intellectual property of the Marketplace and our Services; (4) to develop, utilize, or disseminate any software or interact with the Marketplace in any manner, that could harm, or impair it; (5) use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Marketplace, extract data or otherwise interfere with or modify the rendering of Marketplace or functionality or (6) in any way that damages, interferes with or interrupts the supply of the Marketplace.
9. EXCLUSIONS TO LIABILITY 9.1 Despite anything to the contrary, to the maximum extent permitted by law, we, our Personnel, our contractors and suppliers, will not be liable for, and Users waive and release us, our Personnel, from and against, any Liability caused or contributed to by, arising from or connected with:Users or Users Personnel's acts or omissions;loss of, or damage to, any property or any injury or loss to any person, loss of profits or loss of expectation, loss of goodwill, loss of business, loss of data or any other indirect or consequential loss or damage howsoever arising;any use or application of the Marketplace Services by a person or entity other than the User, or other than as reasonably contemplated by these Terms and Conditions;any use of the Marketplace Services, including for any loss of an NFT Asset, digital assets or tokens, and including in respect of any loss of profit, loss of revenue, loss of opportunities or loss of use, whether due to security breach or cyber-attack, or electronic or technological failure, registration errors or for any other reason;any NFTs containing viruses or other harmful components;any works, services, goods, materials or items which do not form part of the Marketplace Services (as expressed in these Terms and Conditions), or which have not been provided by us, including descriptions of any NFTs pulled from third party sources;their Computing Environment;any third parties or any goods and services provided by third parties, end users or suppliers, providers or other subcontractors which the provision of the Marketplace may be contingent on, or impacted by;the Marketplace Services being unavailable, or any delay in us providing the Marketplace Services to Users, for whatever reason; and/orany event outside of our reasonable control (including a Force Majeure Event).
9.2 This clause 9 will survive the termination or expiry of these Terms and Conditions. 10. LIMITATIONS ON LIABILITY 10.1 Despite anything to the contrary, to the maximum extent permitted by law:we will not be liable for Consequential Loss;each Party's liability for any Liability under these Terms and Conditions will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of that Party's Personnel), including a failure to mitigate; and
YOU AGREE TO USE OPENSEA OR BUY GOODS OR SERVICES ON METABILLIONAIRE’ WEBSITE AT YOUR OWN RISK AND ONLY FOR PURPOSES THAT ARE LEGAL PROPER AND IN ACCORDANCE WITH THESE TERMS AND REGULATIONS AND ANY APPLICABLE LAWS OR REGULATIONS FROM DUBAI. 11.2 We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Marketplace and the Services offered thereunder in accordance with these Terms and Conditions. Our grant of such license is subject to the following conditions. When using the Marketplace and the Services offered thereunder, you acknowledge, agree, warrant and undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):
be an Holder of our NFT;use our Platform to perform any unlawful activities that violate such applicable laws or regulations (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or otherwise engage in any immoral activities;use the Marketplace or your Account if you are not 21 years old (or the minimum age required in your jurisdiction of residence to use our Services), use if you are temporarily or indefinitely suspended from using our Services ;use our Services if you are a person with whom transactions are prohibited under economic or trade sanctions or embargoes;use our Services for any commercial or external use (for example, any business (whether paid or unpaid), advertising, or marketing purposes);use the Marketplace or your Account to engage in any activity which operates to defraud Us or to provide any false, inaccurate, or misleading information;use the Marketplace or your Account without fully complying with all of our requests for additional information or documentation from you, which additional information or documentation shall be complete, truthful, accurate and reliable;use the Marketplace or your Account to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages;use our Services to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful or deleterious programmes or items of a destructive or deceptive nature;transfer your Account and the related login credentials to any other party without our prior written consent;modify or adapt, in whole or any part of, the Marketplace into any other programme or application;disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Marketplace or any components thereof;use any robot, spider, crawler, scraper, script, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, copy, modify or monitor the Marketplace;use the Marketplace or your Account in any manner that would cause you to infringe any content, copyright, trademark, patent, publicity, moral right, database or other intellectual property rights (collectively, the “Intellectual Property Rights”) that belong to or are licensed to us, our affiliates, or any third-party, and you undertake not to take or attempt to take any action, or claim ownership of any property, that infringes or would infringe upon our intellectual property interests;use the Marketplace in a way that could damage, disable, impair or compromise the Marketplace or interfere with other users or affect the reputation of Us;engage in any other activities deemed inappropriate by us or which are in contravention of these Terms and Conditions, nor will you do anything on the Marketplace that may be deemed objectionable to, or could harm the reputation or Intellectual Property Rights of, us or our licensors;provide false, inaccurate, incomplete or misleading information to us or any of our affiliates or third-party services providers;create Accounts by automated means or under false or fraudulent pretenses;impersonate another person (via the use of an email address or otherwise)use, employ, operate or create a computer program to simulate the human behavior of a user (“Bots”), and or use, employ or operate such Bots or other similar forms of automation to engage in any activity or transaction on the Marketplace;acquire NFTs through inappropriate or illegal means (including, but not limited to, through the use of a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT or selling, swapping or giving away the NFT to someone else;purchase, sell or facilitate the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Marketplace;acquire our Metabillionaire NFTs through inappropriate or illegal, direct or indirect, means;breach our privacy or confidentiality or the privacy or confidentiality of any user of the Marketplace;create nor register a security interest or encumbrance in or over any NFT;use the Marketplace or your Account to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance; andassist another person, entity, contractual arrangement, algorithm or device to do anything prohibited in paragraphs (a) to (y) above (each, a “Prohibited Activity” and collectively, the “Prohibited Activities”).
11.3 Legal compliance
You are responsible for complying with all trade regulations and both foreign and domestic laws as it relates to your access to, and use of, our Marketplace and our NFT.
You will not use the our Marketplace if : (a) are not holding our Metabillionaire NFT ;(b) you are located in a country that is subject to Sanctions or that has been designated by any of the Sanctions authorities as a “terrorist supporting” country or ;(c) you have been listed on any Sanctions authority’s list of prohibited or restricted parties. 11.4 Effect of your breach
If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limited any of our other rights or remedies at law or in equity, immediately suspend or terminate the possibility for you to use your wallet on our platform. NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE PROHIBITED ACTIVITIES SET FORTH IN PARAGRAPHS (q) TO (u) OF SECTION 12.2, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; 12. TERMINATION 12.1 If at any time Users do not agree to these Terms and Conditions, they should immediately cease using our Marketplace. 12.2 We may suspend User access our Services or terminate these Terms and Conditions immediately on written notice to a User, including by suspending a User’s ability to buy on our Marketplace, if :
at any time, we discontinue our Marketplace, in whole or in part;Users (or any of their Personnel) breach any provision of these Terms and Conditions, or we reasonably suspect that Users (or any of their Personnel) have breached any provision of these Terms and Conditions;there is any reason outside our control which has the effect of compromising our ability to provide the Marketplace Services, including a Force Majeure Event; orUsers are unable to pay their debts as they fall due.
12.3 The agreement between us and Users set out in these Terms and Conditions will terminate immediately upon written notice by a User, if we:
are in breach of a material term of these Terms and Conditions, and that breach has not been remedied within 10 business days of being notified by a User; orare unable to pay our debts as they fall due.
You understand and agree that your access to, and use of, the Marketplace is subject to certain risks including without limitation:
The price and liquidity of collectible blockchain assets, including the NFTs, are extremely volatile and subjective and may be subject to fluctuations;Collectible blockchain assets, including the NFTs, have no inherent or intrinsic value;Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility.;NFTs are not legal tender and are not backed by any government;Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong wallet addresses;The value of collectibles, including the NFTs, is inherently subjective, and factors occurring outside the Marketplace ecosystem may materially impact the value and desirability of any particular NFT;The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear; andNFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of your NFTs.
14.2 Cryptocurrency Risks There are risks associated with using a cryptocurrency, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored with your electronic wallet. You acknowledge and accept that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Marketplace, the NFTs or the Ethereum blockchain network. 14.3 Regulatory Uncertainty The regulatory regime governing the blockchain technology, cryptocurrencies, NFTs and tokens is uncertain, and new regulations or policies may materially adversely affect the Services provided on our Platform.
This Regulatory Uncertainty could impact the Sale of our Services on an Marketplace and, by extension, the use, transfer, value and potential utility of the Metabillionaire NFTs. 14.4 Payment Services Provider Risks The Marketplace and the Services offered thereunder will rely on third-party platforms such to perform the transactions for the purchase and sale of NFTs, such as Opensea. Most of our NFTs are sold on Opensea. As a User, you need to hold an NFT before being able to use our Platform and sell the Services we offer on it. 14.5 Your Own Risk You understand and agree that you only can assess the nature, suitability and appropriateness of these risks for yourself.
You understand and agree that you access and use the Marketplace at your own risk. You understand and agree that you are responsible for the safekeeping of our Metabillionaire NFT in your wallet.
As detailed in our Disclaimers (ADD LINK TO THE DISCLAIMERS), you understand and agree that we will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the Services available on Metabillionaire app, or any issues related to the Marketplace of your choice to buy or sale your NFT. 15. DISCLAIMERS EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY US, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE AND THE SERVICES LISTED ON THE MARKETPLACE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND THAT YOU INCUR AS A RESULT OF YOUR USE OF OPENSEA, THE ETHEREUM BLOCKCHAIN NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, LIKE FOR EXAMPLE FORGOTTEN PASSWORDS OR ;(II)INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS;
(III) SERVER FAILURE ;(IV) OR DATA LOSS;(V) LOOSE ON OPENSEA (VI) CORRUPTED WALLET FILES; OR
(VII) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE MARKETPLACE, THE ETHEREUM BLOCKCHAIN NETWORK,OR ANY ELECTRONIC WALLET.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND FROM ANY ACTION THAT RESULTS FROM YOU PROVIDING AN INCORRECT WALLET ADDRESS, AS AN ONCHAIN TRANSACTION IS IRREVERSIBLE. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CORRECTNESS, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AS TO THE MARKETPLACE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE MARKETPLACE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE MARKETPLACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE MARKETPLACE WILL BE ACCURATE; (IV) THE MARKETPLACE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE MARKETPLACE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NFTs ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK.
ALL SMART CONTRACTS, INCLUDING ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE NFT, ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. WE ARE NOT RESPONSIBLE FOR LOSSES LINKED TO THE BLOCKCHAIN TECHNOLOGY OR ANY OTHER FEATURES BASED ON THE BLOCKCHAIN NETWORK, OR ANY WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTING BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORTING AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN FUND LOSSES. 16. MISCELLANEOUS 16.1 Assignment: We may assign any of our rights or obligations under these Terms and Conditions without your consent and without prior notice to you.
You may not assign or transfer any of your rights or obligations under these Terms and Conditions, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be withheld at our sole discretion.
Any actual or attempted assignment hereof by User contrary to the sense and purpose of these Terms and Conditions shall be null and void.
We may, at our discretion, assign some or all of its rights or obligations to a third party, without consent or approval of the User.
In the event that we are acquired by, sold to, or merged with a third party entity, we reserve the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control. 16.2 Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief). 16.3 Email: Users agree that we are able to send electronic mail to them and receive electronic mail from them. Users release us from any Liability they may have as a result of any unauthorized copying, recording, reading or interference with that document or information after transmission, for any delay or non -delivery of any document or information and for any damage caused to your system or any files by a transfer. 16.4 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms and Conditions, if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms and Conditions) (“Force Majeure Event”).
In particular, we shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within our control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Ethereum network or due to loose of blockchain in general, or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables us to provide you with the Marketplace).
It being understood that we shall use commercially reasonable efforts, consistent with accepted practices in the industries in which we operate, as applicable, to resume performance as soon as reasonably practicable under the circumstances. 16.5 Governing law: These Terms and Conditions are governed by the laws of Dubai, United Arab Emirates (UAE).
Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Dubai, United Arab Emirates (UAE) and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. 16.6 Notices: Any notice given under these Terms and Conditions must be in writing addressed to us at the address at the end of these Terms and Conditions, or to the User at the address in their Account.
Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email (or, where the time of transmission is not on a business day, 9am on the next business day). 16.7 Online execution: These Terms and Conditions may be executed by means of such a third party online document execution service as we nominate subject to such execution being in accordance with the applicable Terms and Conditions of that document execution service. 16.8 Relationship of Parties: These Terms and Conditions are not intended to create a partnership, joint venture, employment or agency relationship between the Parties. They describe the framework which applies to our Services. 16.9 Severance: If a provision of these Terms and Conditions is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms and Conditions without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms and Conditions. 16.10 Amendments. We may, in our absolute and sole discretion, change, update, amend, remove, or discontinue any feature or functionality of the Marketplace, the Services rendered thereunder and the Content with respect thereto at any time without prior notice to you. By continuing to access or use our Services following any such changes, you will be deemed to have accepted and agreed to such updated content. 16.11 Headings: Section headings and section labels are provided for convenience only, and do not form a part of these Terms and Conditions, and shall not affect in any way the meaning or interpretation of these Terms and Conditions.