This Staking Agreement (the “Agreement”) is between M.D.N Tech FZE d/b/a Cryptomeda (“Cryptomeda”) and you (“Staker” or “You” or “Your”). This Agreement shall apply to Staking $TECH tokens with Cryptomeda and obtaining Staking Rewards, as defined below. It is not used for any other services offered by Cryptomeda. You represent you have the legal authority to Stake tokens to Cryptomeda and comply with the terms listed in this Agreement. By participating in this Staking Agreement you are using TECH tokens and agree to be held to the Terms of Conditions for all holders of TECH tokens, which are available at Cryptomeda’s Website.
BY STAKING TOKENS WITH CRYPTOMEDA YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, MAKING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN IN THIS AGREEMENT, AND ARE PARTY TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT ARE INACCURATE AS APPLIED TO YOU, YOU MUST NOT STAKE TOKENS WITH OR OTHERWISE USE CRYPTOMEDA SERVICES.
Terms used in this Agreement have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa).
- “Agreement” means this Staking Agreement and any amendments.
- “Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement that the disclosing party marks as confidential or which the receiving party should reasonably know to be the confidential information of the other party.
- “Effective Date” means the date that you Stake your tokens on the Platform.
- “Party” means you or us, as applicable, and “Parties” means you and us collectively.
- “Platform” means Cryptomeda’s technology platform and infrastructure that you will use to Stake your tokens and obtain Staking Rewards.
- “Stake” or “Staking” means the use of Tokens on Platform by Staker to gain Staking Rewards.
- “Staked Tokens” means the Tokens that Staker has Staked with Cryptomeda
- “Staking Rewards” means Tokens distributed by Cryptomeda as a reward for Staking, subject to the terms and conditions in this Agreement and on the Website.
- “Staker” means the Party using the Platform to gain Staking Rewards.
- “Token” means the underlying digital asset of Cryptomeda.
- “Website” means any website managed and maintained by Cryptomeda in connection with Staking, including, but not limited, to www.Cryptomeda.Tech.
- During the Term (as Defined below) Cryptomeda will provide the following:
- Staking will be operated in a diligent and professional manner and in accordance with applicable industry standards.
- Reasonable security safeguards will be employed by Cryptomeda to protect the integrity and availability of Staking.
- During the Term, Staker shall provide the following;
- Staked Tokens to Cryptomeda’s Platform when Staker wants to receive Staking Rewards.
- Tokens can be Staked or withdrawn at Staker discretion, however, in all cases Staked Tokens will be subject to this Agreement or the Staking terms listed on the Website. This includes but is not limited to locking and unlocking periods, receiving Staking Rewards for partial periods, and minimum balances and token amounts required to qualify for Staking on the Platform.
- STAKER IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF THEIR ACCOUNTS AND KEYS AT ALL TIMES. CRYPTOMEDA WILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. CRYPTOMEDA WILL NOT HOLD STAKER’S PRIVATE KEYS AND WILL NOT ACT AS A CUSTODIAN OF STAKER’S FUNDS.
- Staker is expected to have knowledge of blockchain technology, staking, accounts, and keys.
- Cryptomeda has the option to utilized locked Liquidity Provider Tokens as it sees fit during the staking period, which will not conflict with Cryptomeda’s other responsibilities.
3. Terms of the Agreement
- Payment of Staking Rewards – Staker will receive Staking Rewards directly attributable to their Staked Tokens. Cryptomeda will determine the percentage and timing of Staking Rewards and will list the STaking terms listed on the Website. Cryptomeda is solely responsible for distributing Staking Rewards to the Staker.
- Transfers of Rewards – Rewards will be distributed to the Staker’s wallet or account from which the tokens were Staked.
- Cryptomeda will not accept, take control of, or custody any Staking Rewards on behalf of the Staker.
- Cryptomeda agrees to compensate Staker for missed Staking Rewards where the Staking Rewards are not distributed to the Staker due to an act or omission by Cryptomeda. This does not include missed Staking Rewards arising from Staker’s acts or omissions, software bugs native to Platform, acts by a hacker or other malicious actor, Platform stalls, Platform changes resulting in changes to Staking Rewards, Force Majeure Events, or any other action outside of Cryptomeda’s control.
Each party may be exposed to the other party’s Confidential Information in the course of each party’s performance under this Agreement. Each party, on behalf of itself and its employees, contractors and agents (collectively, “Representatives”), agrees not to, except as set forth below or as required by applicable law or regulation, use or disclose Confidential Information during or after the term without the prior written consent of the other party. To protect Confidential Information, each party agrees to: (i) limit dissemination of Confidential Information to only those Representatives with a “need to know” in connection with this Agreement; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with these confidentiality obligations. Nothing in this section will prohibit either party from disclosing Confidential Information to that party’s professional advisors who are bound by a duty of confidentiality at least as restrictive as set forth in this Agreement. This Section will survive termination of this Agreement for a period of two (2) years.
Staker shall indemnify, defend and hold harmless Cryptomeda from and against all claims, suits and actions brought against Cryptomeda by a third party, and all resulting liabilities, damages, losses and costs awarded by a court or included as part of a final settlement (in addition to reasonable attorney’s fees and disbursements), arising from or relating to Staker’s use of the Platform in a manner that breaches the terms and conditions of this Agreement or violates applicable laws or regulations.
- Staker shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Platform and Staking Rewards.
- Neither Cryptomeda nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Staker. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Staking Rewards.
7. Term & Termination
- The term of this Agreement will begin on the date that Staker first Stakes Tokens with Cryptomeda.
- Cryptomeda may terminate this Agreement at any time for any or no reason. In the event Cryptomeda terminates this Agreement before the Staking Rewards have fully matured, Cryptomeda will distribute the Staker’s Tokens and the Staking Rewards accrued through the date of termination.
- Upon the termination of this Agreement, provided that Staker is not in material breach of this Agreement, Staker will cease to Stake Tokens with Cryptomeda.
- Upon termination of this Agreement, all licenses to access and use the Platform will likewise terminate, and Staker will immediately thereafter discontinue all such access and use.
- Any obligations and duties that, by their nature, extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability.
8. Discontinuation of Platform
Cryptomeda reserves the right to discontinue the Platform at any time for any or no reason. If Cryptomeda decides to discontinue the Platform, it will publicly announce its intention to do so providing a minimum of thirty (30) days notice, using public channels including Cryptomedia’s Website, blog, and telegram group.
9. INTELLECTUAL PROPERTY
All right, title, and interest in and to the Platform and the Website, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain Cryptomeda’s sole and exclusive property.
10. Acceptable Use
Staker may not
- reverse engineer, dissemble, or decompile any part of the Platform. Staker shall bear the risk of loss for, and assumes all liability arising from, any unauthorized or fraudulent usage of the Platform (or any hardware or software component thereof). In addition, Staker agrees not to
- send or store malicious code in connection with the Platform or otherwise interfere with or disrupt performance of the Platform,
- use manual or automated tools to scan or probe the Platform in order to determine vulnerabilities, or
- attempt to gain access to the Platform or its related systems or networks in a manner inconsistent with the permitted use of the Platform. Cryptomeda reserves the right, but is not required, to take any and all action it deems appropriate, including, without limitation, blocking access to geographic areas or suspending access to the Platform (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Platform or any other breach of this section, provided, however, that any such action by Cryptomeda shall be consistent with applicable laws, rules, and regulations.
11. Warranties and Disclaimers
Each party represents and warrants to the other party that it has the requisite power and authority to enter into this Agreement and to carry out all activities and transactions contemplated hereunder. Cryptomeda warrants that Cryptomeda will provide Staking and Platform in a professional and diligent manner and in accordance with applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CRYPTOMEDA SPECIFICALLY DISCLAIMS ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY THIRD-PARTY PROVIDERS. CRYPTOMEDA MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE PLATFORM OR THE AMOUNT OF STAKING REWARDS THAT MAY BE GENERATED HEREUNDER.
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CRYPTOMEDA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SPECIFICALLY CRYPTOMEDA WILL NOT BE LIABLE FOR STAKER LOSSES ARISING FROM SLASHING PENALTIES. IN NO EVENT WILL CRYPTOMEDA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE EXCEED THE NET REWARDS OR REVENUE PAID TO STAKER HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
13. Compliance With Laws
- Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”), and will only enter into this agreement insofar as the activity is in compliance with all applicable Laws. If during the term of this Agreement any Laws becomes effective that substantially and materially alters the ability or cost of either party to perform its obligations under this Agreement in whole or part, the party that would bear the altered cost due to the change in the Laws should terminate this Agreement and cease using the Platform.
- Staker agrees to comply strictly with all such laws and regulations as they relate to the Platform, and, to the extent consistent with this Agreement, not to download, use, reexport, or transfer the Platform into or within Crimea, Cuba, Iran, North Korea, or Syria, or to the governments of these countries, wherever located. Staker further represents that it will not provide, export, reexport, or transfer the Platform other than in compliance with the foregoing restrictions.
- Staker represent and warrant that: (i) Staker (and, if Staker is an entity, Staker’s officers, directors, employees, and agents (collectively, the “Representatives”)) are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations thereunder, and similar laws of foreign jurisdictions or other anti-money laundering obligations under the law of Staker’s jurisdiction or otherwise applicable to Representatives; (ii) Staker is (and, if Staker is an entity, Staker’s Representatives are) in compliance with anti-money laundering obligations; (iii) Staker has not (and, if Staker is an entity, Staker’s Representatives have not) been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court
- To the extent that any governmental agency or regulatory body in any country takes any action which prevents, restricts, or otherwise limits Cryptomeda’s ability to provide any portion of the Platform to Staker, Cryptomeda shall have no liability in connection with the provision of, or failure to provide, such Platform to Staker, and Cryptomeda may, at its option, (a) make a reasonable effort to relocate the Platform to another location, or (b) terminate the applicable Platform immediately and without penalty.
Cryptomeda has made no commitments or promises orally or in writing with respect to delivery of any future features or functions of the Platform. In relation to any future features or functions, all presentations, request for proposal responses, and/or product roadmap documents, information or discussions, either prior to or following the entering into of this Agreement, are for informational purposes only, and Cryptomeda shall have no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless specifically agreed to in writing by both parties. Staker acknowledges that no decisions are based upon any future features or functions of the Platform.
Except as otherwise provided in this Agreement, all notices under this Agreement must be in electronic writing.
- Notice given to Cryptomeda must be delivered email@example.com
- Cryptomeda may change the address to which notice must be delivered to it by providing notice of such updated address in accordance with this section.
16. Changes to This Agreement
Cryptomeda may revise this Agreement from time to time and will post the most current version on the Website. If a revision materially amends the Agreement, Cryptomeda will notify Staker (by, for example, the Cryptomeda Telegram group, posting on Cryptomeda’s blog or on the Website). Staker agrees to review the Agreement from time to time. By continuing to use or access the Platform after the revisions come into effect, Staker agrees to be bound by the revised Agreement.
17. Force Majeure
Cryptomeda shall be excused from any delay or failure in performance of this Agreement to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God, or any other causes beyond its reasonable control. Any such delay or failure shall suspend Cryptomeda’s obligations to perform under this Agreement until the cause for the delay or failure is removed.
18. No Waiver
No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default by the other party, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.
If any provision of this Agreement shall be held to be invalid or unenforceable, the invalidity or unenforceability shall not invalidate this Agreement or render this Agreement unenforceable, but rather this Agreement shall be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
Cryptomeda reserves the right to assign this Agreement without the prior written consent of the other party.
21. Governing Law; Dispute Resolution
This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the Dubai International Financial Centre (“DIFC”), without regard to its conflict of laws principles. The seat of arbitration shall be the Dubai International Financial Centre (“DIFC”). The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
22. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements (express or implied), proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Except as provided above (i.e., via Cryptomeda’s amendment to this Agreement from time to time) any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.
TERMS & CONDITIONS FOR NFTS BOUGHT AS PART OF THE CRYPTOMEDA NFT OFFERING
These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your” or “User”) and M.D.N Tech FZE d/b/a Cryptomeda ( “we” or “us” or “our”), governing your purchase of NFTs as part of the Cryptomeda NFT Offering (the “Offering”).
BY PARTICIPATING IN THIS OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF OUR TERMS OF SERVICE (“Terms of Service”). If you do not agree to the terms of this Agreement, as well as our Terms of Service, you may not participate in the Offering.
By entering into this Agreement, and/or by you participating in the Cryptomeda NFT Offering, you expressly acknowledge that you understand this Agreement and accept its terms.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE OFFERING.
- ““Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights.
- “Equivalent” means the value, in TECH, of the market value of the relevant amount of cryptocurrency on the day of the transaction.
- “Cryptomeda” means M.D.N Tech FZE d/b/a Cryptomeda
- “Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of Cryptomeda.
- “NFT“ means any blockchain-tracked, non-fungible token.
- “Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
- “Licensed NFT” means an NFT from Cryptomeda.
- “Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
You acknowledge and agree that Cryptomeda (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. Cryptomeda and its licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever.
- Your Licensed Rights. You acknowledge and agree that the Licensed NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement (and our Terms of Service), Cryptomeda grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in section 3 (b), royalty-free license to display the Art for your Licensed NFTs, solely for your own personal, non-commercial use.
- Permissible Transfers of Your Licensed NFT. You have the limited right to transfer the Licensed NFT, provided that
- the transferee accepts all of the terms of this Agreement and all of our Terms of Service;
- Cryptomeda is paid two percent (2%) of the gross amounts paid by such party relating to the Licensed NFT, including but not limited to any transfer price and any other related compensation and such payment shall be paid on the same terms and at the same time as you are paid;
- You have not prior to the transfer breached this Agreement or our Terms of Service;
- prior to the transfer your license to the Licensed NFT has not been terminated; and
- the party purchasing the Licensed NFT provides Cryptomeda with a valid e-mail address. You acknowledge and agree that the foregoing amounts payable to Cryptomeda under Section 3(b)(ii) hereof do not include, and are not intended to cover, any additional fees imposed or required by the platform through which You are transferring the Licensed NFT.
You agree that you may not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Cryptomeda in each case: (i) modify the Licensed NFT, Name and Likeness and/or Art for your Licensed NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the Licensed NFT, Name and Likeness and/or Art for your Licensed NFTs to advertise, market, or sell any product or service; (iii) use the Licensed NFT, Name and Likeness and/or Art from your Licensed NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes; (iv) use the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs in movies, videos, or any other forms of media, except solely for Your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Licensed NFT, Name and Likeness and/or Art from Your Licensed NFTs; or (vii) otherwise utilize the Art from your Licensed NFTs for Your or any third party’s commercial benefit.
To the extent that the Licensed NFT, Name and Likeness and/or Art associated with Your Licensed NFTs contains Third Party IP You understand and agree as follows: (i) that You will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (ii) that, depending on the nature of the license granted from the owner of the Third Party IP, Cryptomeda may need to pass through additional terms and/or restrictions on Your ability to use the Art; and (iii) to the extent that Cryptomeda informs You of such additional restrictions in writing (email is permissible), You will be responsible for complying with all such restrictions from the date that You receive the notice, and that failure to do so will be deemed a breach of this Agreement.
The restrictions in this Section 4 will survive the expiration or termination of this Agreement.
5. Termination of the License
The Licensed Rights granted to You hereunder shall automatically terminate and all rights shall return to Cryptomeda if: (i) at any time You sell, trade, donate, give away, transfer, or otherwise dispose of Your Licensed NFT for any reason except as specially provided in section 3 of this Agreement; (ii) You breach any of the Agreement and our Terms of Service; (iii) You have a trustee, receiver or similar party appointed for Your property, become insolvent, acknowledge Your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (iv) You engage in any unlawful business practice related to the Licensed NFT; (iv) You initiate any legal actions, except an arbitration as specifically provided herein, against any of Cryptomeda and/or its officers, directors, affiliates, agents, attorneys and employees.
6. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY
ALL LICENSED NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CRYPTOMEDA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL CRYPTOMEDA BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE LICENSED NFT, THE AUCTION, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE AUCTION, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, AND METAMASK WALLET. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRYPTOMEDA TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO CRYPTOMEDA FOR THE APPLICABLE LICENSED NFT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
7. Assumption Of Risk
As noted above, the Licensed NFTs are made available solely for entertainment purposes. You agree that You assume the following risks: (A) To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) You own, including Your Licensed NFT, and there is no guarantee that Your Licensed NFTs will have or retain any value; (B) the commercial or market value on a Licensed NFT that You purchase may materially diminish in value as a result of a variety of things such as negative publicity ; (C) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and Cryptomeda will not be responsible for any of these, however caused; (D) Cryptomedas does not make any promises or guarantees about the availability of the Licensed NFT or the Art on the Internet or that they will host the Licensed NFT or the Art at any specific location and/or for any specific period of time; (E) upgrades to the Ethereum platform, a hard fork or other change in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation Licensed NFTs; (F) Cryptomeda does not make any promises or guarantees related to MetaMask Wallet, Blockchain or any other third parties related to this auction and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (G) the risk of losing access to Licensed NFT due to loss of private key(s), custodial error or purchaser error; (H) the risk of mining attacks; (I) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties (J) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the Licensed NFT; (K) the risks related to taxation; (L) that NFTs are not legal tender and are not back by any government; and (M) Cryptomeda is not responsible for any transaction between you and a third party (e.g., Your transfer of a Licensed NFT from a third party on the so-called “secondary market”), and Cryptomeda shall have no liability in connection with any such transaction. In addition to assuming all of the above risks, you acknowledge that You have obtained sufficient information to make an informed decision to license the Licensed NFT and that You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. Cryptomeda cannot and does not represent or warrant that any Licensed NFT, or its supporting systems or technology, is reliable, current or error-free, meets Your requirements, or that defects in the Licensed NFT, or its supporting systems or technology, will be corrected. Cryptomeda cannot and does not represent or warrant that the Licensed NFT or the delivery mechanism for it are free of viruses or other harmful components. You accept and acknowledge that Cryptomeda will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience related to the Auction.
8. Governing Law
All questions concerning the construction, validity, enforcement and interpretation of these Terms, and any non-contractual obligations arising out of or in connection with these Terms, shall be governed by and construed and enforced in accordance with the laws of the Dubai International Financial Centre (“DIFC”)
9 Changes to this Agreement
Cryptomeda may make changes to this Agreement from time to time. When Cryptomeda makes such changes, we will make the updated Agreement available on this website and update the “Last Updated” date at the beginning of the Agreement accordingly. Please check this page periodically for changes. Any changes to this Agreement will apply on the date that they are made and, by way of example, Your continued access to or use of the Licensed NFT and the Art after the Agreement has been updated will constitute your binding acceptance of the updates.
- (a) Participation in the Cryptomeda NFT Offering is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein and who are using currency that such party is the lawful holder thereof. It is not available to Users who have had their User privileges temporarily or permanently deactivated. You may not allow other persons to use your User credentials, and You agree that You are the sole authorized user.
- (b) By becoming a User, you represent and warrant that you are at least 18 years old.
You will defend, indemnify, and hold Cryptomeda, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your license, sale or possession of the Licensed NFT and/or Your participation in the Offering, including: (1) Your breach of this Agreement or the documents it incorporates by reference; (2) Your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that You submit to us or transmit in the course of the auction, communications seeking Cryptomeda’s consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Offering or the Licensed NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
If you are provided a translation of this Agreement, the original version in English will be used in deciding any issues or disputes which arise under this Agreement.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
14 Contact Us
If you have any questions or concerns, including if you need to access this Agreement in an alternative format, we encourage you to contact us via e-mail at firstname.lastname@example.org