NFT FUNGIBLES Terms of Service

NFT FUNGIBLES of Use Last revised: September 23, 2022

Welcome to NFT FUNGIBLES! NFT FUNGIBLES is a platform that allows you to buy, sell, and display NFT’s. These Terms of Use are entered into by and between you and NFT FUNGIBLES, LLC (“NFT FUNGIBLES” “Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference, govern your access to and use of NFT FUNGIBLES, including any content, functionality, and services offered on or through https://nffungibles.com (the “Site”).

1) Accepting these Terms

These Terms of Use set out your rights and responsibilities when you use NFT FUNGIBLES to buy, sell, or display non-fungible tokens (“NFT’s”) or create a collection of NFT’s (collectively, the “Services”), so please read them carefully. NFT FUNGIBLES is an administrative platform that facilitates transactions between a buyer and a seller but is not a party to any agreement between the buyer and seller of Nft’s or between any users. By clicking on the “I Accept” button, completing the account registration process, or using the Site, you accept and agree to be bound and abide by these Terms of Use and all of the terms incorporated herein by reference. By agreeing to these terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms of Use, you must not access or use the Site.

Please note that this Agreement contains an arbitration clause and class action waiver. By agreeing to these Terms of Use, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.

NFT FUNGIBLES reserves the right to change or modify these Terms of Use at any time and in our sole discretion. You agree and understand that by logging into your account, accessing or using the Site following any change to these Terms of Use, you agree to the revised Terms of Use and all of the terms incorporated therein by reference. We encourage you to review the Terms of Use from time to time to ensure that you understand the terms and conditions that apply when you access or use the Site.

2) Your NFT FUNGIBLES Account

You need to create an account with NFT FUNGIBLES to use the Services. When you create an account, we will ask your for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.

Your NFT FUNGIBLES account is subject to the following conditions:

* You may only open one account on NFT FUNGIBLES. If we have a reasonable suspicion that you have opened multiple accounts, we reserve the right to take whatever action we deem appropriate, including but not limited to closing and/or freezing your accounts.

* Access: you understand and agree that access to your NFT FUNGIBLES account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your NFT FUNGIBLES account to any person without our prior written permission.

* Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of NFT’s and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.

* Trading Fees: by buying or selling a NFT’s on NFT FUNGIBLES, you agree to pay all applicable fees and you authorize NFT FUNGIBLES to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase or sale of an NFT.

* Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.

* USD Balance: certain approved users may carry a balance in U.S. Dollars to facilitate transactions on the NFT FUNGIBLES platform. You are the owner of your balance.

* Unclaimed Property: if NFT FUNGIBLES is holding funds in your account and has no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.

3) Account Suspension

You agree that NFT FUNGIBLES has the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (1) your account is being used for money laundering or any illegal activity; (2) you have concealed or provided false identification information or other details; (3) you have engaged in fraudulent activity; (4) you have acquired Nft’s using inappropriate methods (including but not limited to using stolen funds or payments methods, or attempting to chargeback your payment while retaining or disposing of an NFT); (5) you are using, employing, or operating bots or other forms of automation and/or multiple accounts to engage in any activity on NFT FUNGIBLES; or (6) you have otherwise acted in violation of these Terms of Use.

IF NFT FUNGIBLES HAS A REASONABLE BELIEF THAT YOU HAVE ENGAGED IN ACTIVITIES (1), (2), (3), (4), or (5) ABOVE, NFT FUNGIBLES RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CONFISCATE ANY NFT’S PURCHASES PURSUANT TO THOSE ACTIVITIES AND/OR DEEM SUCH TRANSACTIONS NULL AND VOID.

4) Communication

You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.

You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a NFT’s on NFT FUNGIBLES, and other communications that pertain to your interaction with the website, including but not limited to notifications about the status of NFT you are interested in purchasing.

You may opt out of promotional communications at any time by following the instructions provided therein.

5) User Content

The Site allows (1) users to create a profile where they can post certain information about themselves, link to other websites, and display Nft’s that they own (collectively, “Profile Information”); and (2) artists or creators of Nft’s(“Nft Creators”) to post their NFT’s(“NFT Creations”), and bios (collectively, with Profile Information, “User Content”). All User Content must comply with these Terms of Use.

Any Profile Information you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content on the Website, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that (1) you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and (2) all of your User Content do and will comply with these Terms of Use.

You understand and agree that you are responsible for any User Content you submit or contribute, and you, not NFT FUNGIBLES, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site.

If you are an NFT Creator, you hereby grant NFT FUNGIBLES non-exclusive, worldwide, royalty-free licenses to:

* use the artwork contained in your NFT Creation for purposes of minting, displaying and selling your Nft Creations;

* use your name and image for marketing or promotional purposes;

* use, copy, modify, distribute, publish, and otherwise transmit images from your Nft Creations for marketing or promotional purposes; and

* use your biography and other public information about you to promote your Nft Creations.

As an NFT Creator, you understand and agree that:

* You are responsible for the accuracy and content of your Nft Creations;

* Any Nft Creation that violates any of NFT FUNGIBLES policies may be obfuscated or deleted by NFT FUNGIBLES, in its sole discretion;

* You will not use the artwork incorporated into your Nft Creations for the creation of additional non-fungible tokens;

* You will respect the intellectual property of others; and

* You will not coordinate pricing with other Nft Creators.

We reserve the right, in our sole discretion, to prohibit you from uploading your Nft Creations. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice. NFT FUNGIBLES may monitor User Content to detect and prevent fraudulent activity or violation of these Terms of Use.

6) Ownership

Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, the NFT FUNGIBLES logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “NFT FUNGIBLES Content”) are the proprietary property of NFT FUNGIBLES or our affiliates, licensors, or users, as applicable. The NFT FUNGIBLES logo and any NFT FUNGIBLES product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of NFT FUNGIBLES or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

You may not use any NFT FUNGIBLES Content to link to the Site or Content without our express written permission. You may not use framing techniques to enclose any NFT FUNGIBLES Content without our express written consent. In addition, the look and feel of the Site and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of NFT FUNGIBLES and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of NFT FUNGIBLES.

7) Terms of Sale

By placing a bid or an order on or through NFT FUNGIBLES, you agree that you are submitting a binding offer to purchase such Nft or Service. Your order is accepted and confirmed once purchase is complete, and NFT FUNGIBLES displays the Confirmation Page ("Confirmation Page"). YOU HEREBY EXPRESSLY AGREE THAT THE SUPPLY OF AN NFT BEGINS IMMEDIATELY AFTER THE CONFIRMATION PAGE IS DISPLAYED.

No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

Nft Creators may choose to provide certain rights to holders of their Nft’s, which may include, but is not limited to, physical items, special access, or other exclusive content (collectively, “Additional Items”). Any Additional Items will be provided directly to you from the Nft Creator; NFT FUNGIBLES has no involvement in such transactions and is not a party to such transactions. Notwithstanding the above, NFT FUNGIBLES may publish a description of the Additional Items on its website on behalf of the Nft Creator. If you own an Nft that entitles you to Additional Items, you hereby consent to NFT FUNGIBLES sharing your contact information with the Nft Creator to facilitate delivery of your Additional Items. _Unless otherwise stated, transactions on the Secondary Market are only for Nft’s and do not grant the purchaser the right to any Additional Items. _

8) Intellectual Property

Outside the NFT FUNGIBLES Content, all other trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by NFT FUNGIBLES infringes your copyright or trademark rights, please file a notice of infringement by contacting NFT FUNGIBLES’s Copyright Agent at  intellectualproperty@nftfungibles.com.

In such event, please provide Nft FUNGIBLES’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Site of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

NFT FUNGIBLES’s policy is to suspend or terminate the account of repeat infringers. NFT FUNGIBLES’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.

9) Your Use of NFT FUNGIBLES 

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Content. Our grant of such license is subject to the following conditions:

* Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.K. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.

* Abusive Activity: you agree not to engage in any activity that poses a threat to NFT FUNGIBLES, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts.

* Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.

* Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) engaging in hate speech or harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Site to contact individuals, companies, or other persons or entities outside the Site for any purpose, including but not limited to marketing activity.

* Fraud: you agree not to engage in any activity which operates to defraud NFT FUNGIBLES, others users, or any other person; or to provide any false, inaccurate, or misleading information to NFT FUNGIBLES.

* Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.

* Taxes: Neither NFT FUNGIBLES nor any other NFT FUNGIBLES Party is responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your Nft transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your Nft transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a Nft transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your Nft transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.

* Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use NFT FUNGIBLES Content (as defined in Section 8 above) without express written consent from NFT FUNGIBLES; or (3) engage in any action that implies an untrue endorsement or affiliation with NFT FUNGIBLES.

* Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray NFT FUNGIBLES, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.

* Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Content; (2) modify or create derivative works from the Site or Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site or Content; (4) download any portion of the Site or Content, other than for purposes of page caching, except as expressly permitted by us.

If you are unsure whether a contemplated use would violate these Terms of Use, please contact us at the address listed below under Contact Information.

10) Accidental Transfers

You understand and agree that in the event that you deposit digital assets or Nft’s into an incorrect address, we may not have the ability, and are under no obligation or duty, to return such digital assets or NFT’s to you. This section applies regardless of whether we control the destination address.

**Please note: **exceptions to this section may be considered and made on a case-by-case basis and in our sole discretion.

11) Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with NFT FUNGIBLES’s Privacy Policy, which is incorporated into this User Agreement by reference.

12) Modifications

You agree and understand that we may modify part or all of NFT FUNGIBLES or the Services without notice.

13) Risks

Please note the following risks in accessing or using NFT FUNGIBLES: The price and liquidity of blockchain assets, including NFT’s, are volatile and may be subject to fluctuations; Fluctuations in the price of other digital assets could materially and adversely affect Nft’s, which may also be subject to significant price volatility; Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Nft’s; NFT’s are not legal tender and are not backed by the government; Transactions in Nft’s may be irreversible, and, accordingly; Some transactions in Nft’s shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; The value of Nft’s may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Nft’s, which may result in the potential for permanent and total loss of value of a particular Nft should the market for that Nft disappear; The nature of Nft’s may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by Gemini may prevent the access to or use of your Digital Assets; Changes to Third Party Sites (discussed in Section 14 below) may create a risk that your access to and use of the Site will suffer.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that NFT FUNGIBLES does not give advice or recommendations regarding Nft’s, including the suitability and appropriateness of, and investment strategies for, Nft’s. You agree and understand that you access and use NFT FUNGIBLES at your own risk; however, this brief statement does not disclose all of the risks associated with Nft’s and other digital assets. You agree and understand that NFT FUNGIBLES will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Nft’s, however caused.

14) Third Parties

NFT FUNGIBLES may rely on third-party platforms, including but not limited to MetaMask to perform Nft transactions. Our Site may contain links to third-party websites or applications (collectively, “Third Party Sites”). NFT FUNGIBLES does not own or control Third Party Sites. You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. NFT FUNGIBLES is not a party to any such agreement. You should review any terms of use and/or privacy policy provided by such Third Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

NFT FUNGIBLES provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.

In order to use some functionality of our Services, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize NFT FUNGIBLES to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. NFT FUNGIBLES will provide customer support for your Dwolla account activity, and can be reach at support@nftfungibles.com

Some transactions on our site may be facilitated and run by Metamask. Any such transactions are governed by the Metamask Terms of Service and Privacy Policy.

15) External Projects

NFT FUNGIBLES allows for the display, purchase, and sale of Nft’s that were not initially sold through NFT FUNGIBLES(“External Projects”). NFT FUNGIBLES has the right, in its sole discretion, to determine the criteria that External Projects must meet before being allowed onto the NFT FUNGIBLES Platform and to remove any External Projects that do not comply with these Terms of Use or other requirements of NFT FUNGIBLES.

1. Creators of External Projects. If you are an Nft Creator of an External Project, you will be entitled to the same share of sales of your Nft’s on NFT FUNGIBLES as you would be on the platform that you initially released the Nft’s on; provided, however, that: (i) you and your Nft Creations from External Projects comply with these Terms of Use; and (ii) you provide NFT FUNGIBLES with all information that it requests from you. By selling your Nft Creations from an External Project on NFT FUNGIBLES, you represent and warrant that you have all necessary licenses and permits to the artwork contained in your Nft’s. As an Nft Creator of an External Project, you grant NFT FUNGIBLES all licenses granted by Nft Creators under these Terms of Use. Your proceeds will be delivered into your NFT FUNGIBLES account.

2. Owners of Nft’s from External Projects. If you acquired an Nft from an External Project outside NFT FUNGIBLES, by transferring such Nft to your NFT FUNGIBLES account, you represent and warrant that you have all right and title to such Nft and that you have the right to display and/or sell such Nft on NFT FUNGIBLES.

3. **Buyers of External Projects. **You understand and agree that your purchase of a Nft from an External Project is made from the seller of such Nft and not NFT FUNGIBLES. NFT FUNGIBLES makes no representations or warranties with respect to Nft’s from External Projects and all such purchases are made on an “as is” basis.

16) External Listings

NFT FUNGIBLES may display Nft’s, including prices, made available by or obtained from platforms other than NFT FUNGIBLES (“External Listings”). These External Listings will be identified as such. While NFT FUNGIBLES endeavors to publish and maintain accurate pricing information for External Listings, it is not possible for NFT FUNGIBLES to guarantee the prices displayed for External Listing, which can be changed at any time. By purchasing an External Listing, you acknowledge and agree that NFT FUNGIBLES is in no way responsible for the accuracy, timeliness, or completeness of such External Listings.

If you choose to purchase a Nft from an External Listing, NFT FUNGIBLES will act as a facilitator in the acquisition of such Nft and transfer it to you. NFT FUNGIBLES will cease acting as facilitator as soon as such Nft is transferred to you.

To facilitate the acquisition of your External Listing, NFT FUNGIBLES will charge your method of payment, in addition to the price of the External Listing, any applicable charges for taxes and fees (an amount that will be disclosed to you before you elect to proceed). This charge includes an amount we pay on your behalf to recover the amount we pay to the External Listing platform in connection with your acquisition.

If NFT FUNGIBLES is unable to acquire a Nft from an External Listing for any reason whatsoever, NFT FUNGIBLES will cancel the transaction and your funds will be returned to you. IN NO EVENT WILL NFT FUNGIBLES BE LIABLE FOR THE FAILURE TO ACQUIRE A NFT FROM AN EXTERNAL LISTING.

17) Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY NFT FUNGIBLES , THE SITE, CONTENT CONTAINED THEREIN, AND NFT’S LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NFT FUNGIBLES (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. NFT FUNGIBLES DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

WHILE NFT FUNGIBLES ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, NFT FUNGIBLES CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, ANY NFT’S LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFT’S INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR NFT’S.

NFT’S ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT NFT FUNGIBLES OR ANY NFT FUNGIBLES PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT’S.

NFT FUNGIBLES is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of Nft’s. NFT FUNGIBLES is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting Nft’s including forks, technical node issues or any other issues having fund losses as a result.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

TO THE FULLEST EXTENT PROVIDED BY LAW, NFT FUNGIBLES HEREBY DISCLAIMS 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 AND NON-INFRINGEMENT AS TO THE SITE AND CONTENT CONTAINED THEREIN.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

18) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NFT FUNGIBLES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF NFT FUNGIBLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF NFT FUNGIBLES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, NFT’s, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR(B) THE AMOUNT YOU HAVE PAID TO NFT FUNGIBLES FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF NFT FUNGIBLES FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF NFT FUNGIBLES’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF NFT FUNGIBLES’S FRAUD OR FRAUDULENT MISREPRESENTATION.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

19) Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless NFT FUNGIBLES, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “NFT FUNGIBLES Parties”), 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 (a) your use or misuse of the Site, Content or Nft’s, (b) any Feedback you provide, (c) your violation of these Terms of Use, (d) your violation of the rights of a third party, including another user or MetaMask, (e) any intellectual property disputes relating to your Nft Creations sold on the NFT FUNGIBLES platform, if you are an Nft Creator; and (f) your failure to pay any Withholding Taxes or Sales Taxes in connection with your Nft transactions or to provide us with a properly executed tax form described in Section 9. You agree to promptly notify NFT FUNGIBLES of any third party Claims and cooperate with the NFT FUNGIBLES Parties in defending such Claims. You further agree that the NFT FUNGIBLES Parties 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 NFT FUNGIBLES.

20) Governing Law

These Terms of Use, your use of Gemini, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms of Use shall be governed by the laws of the State of New York, as if these Terms of Use are a contract wholly entered into and wholly performed within the State of New York. YOU UNDERSTAND AND AGREE THAT YOUR USE OF NFT FUNGIBLES AS CONTEMPLATED BY THESE TERMS OF USE SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF NEW YORK AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

21) Disputes

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with NFT FUNGIBLES and limits the manner in which you can seek relief from us.

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with NFT FUNGIBLES will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or NFT FUNGIBLES may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English, rather than in court.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and NFT FUNGIBLES; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

You understand that by agreeing to this Arbitration Agreement, you and NFT FUNGIBLES are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with NFT FUNGIBLES.

22) Termination

We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Site or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.

23) Severability

If any term, clause, or provision of these Terms of Use is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms of Use and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms of Use.

Entire Agreement

These Terms of Use comprise the entire agreement between you and NFT FUNGIBLES relating to your access to and use of the Site and Content, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of this User Agreement). Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

24) Survival

You agree and understand that all provisions of these Terms of Use shall survive the termination or expiration of these Terms of Use.

25) Contact Information

If you have any questions, would like to provide feedback, or would like more information about NFT FUNGIBLES, please feel free to email us at support@nftfungibles.com. If you would like to lodge a complaint, please contact us at support@nftfungibles.com or write to us at: NFT FUNGIBLES 2ND FLOOR COLLEGE HOUSE 17 KING EDWARDS ROAD, RUISLIP, LONDON, UNITED KINGDOM HA4 7AE

END OF AGREEMENT