1. General
1.1
This Agreement constitutes a legal agreement between you and NFTrends. By downloading, accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by, this Agreement in its entirety, and you represent and warrant that you have the willingness, right, authority, and capacity lawfully to enter into this Agreement. If you do not agree, you are not authorised to access or use any of our Products and should not use our Products. You must read this Agreement carefully before accessing or using any of the Products.
1.2
You are provided access to the NFTrends Products in accordance with this Agreement and any transactions must be in accordance with this Agreement. You accept and agree that you are solely responsible for understanding and complying with regulations and law as may be applicable to the use of NFTrends Products in the jurisdiction within which you reside or access NFTrends Products.
1.3
This Agreement between you and NFTrends do not cover all rights and obligations of each party, and do not cater for every eventuality with needs that may arise from future development of NFTrends Products. Any policies and agreements entered into separately between you and NFTrends are deemed supplementary terms that are an integral part of this Agreement and carry the same legal effect. Your continued use of and access to NFTrends is your deemed acceptance of any supplementary terms.
1.4
Nothing in this Agreement shall be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between you and NFTrends.
2. Modifications of this Agreement or our Products
2.1
Modifications of this Agreement. We reserve the right, in our sole discretion, to alter, revise, change, and/or modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at the following link. NFTrends will not send individual or separate notices of such modifications. All modifications will be effective immediately when they are posted, and your continued access or use of any of the Products will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Products.
2.2
Modifications of our Products. We reserve the following rights, which do not constitute obligations of ours: (a) to modify, substitute, eliminate or add to any of the Products, with or without notice to you; and (b) to review, modify, filter, disable, delete, and remove any and all content and information from any of the Products.
3. Intellectual Property Rights
3.1
General.
The Products and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Neither the Agreement (nor your use of the Products) transfers to you or any third party, any rights, title, or interest in or to such intellectual property rights, except as indicated otherwise.
Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Products, including any intellectual property rights.
3.2
Feedback. If you provide us with any feedback or suggestions regarding the Products (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. To the fullest extent permitted by the law, any Feedback you provide will be treated as non-confidential and non-proprietary, and we will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
3.3
Uploaded Content. Any content you upload to our Website will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited license to use, store and copy that content and to distribute and make it available to third parties. You warrant that any content uploaded on our Website is compliant with the terms on your use of our Products as set out in this Agreement. You are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty. We reserve the right to remove any such content from our Website if it does not comply with the terms of this Agreement.
3.4
Third-Party Resources. Our Products may contain references or links to third-party resources, including, but not limited to, trademarks, copyrights, information, materials, products, or services, that we do not own or control. We do not approve, monitor, endorse, warrant, or assume any responsibility for any such resources or promotions. You expressly relieve us of any and all liability arising from your use of any such resources.
4. Your Use of the Products
4.1
Representations and Warranties. As a condition to accessing the Website or using the Products, you represent and warrant to us the following:
4.1.1
You provide true, accurate, current and complete information about yourself;
4.1.2
You are a natural person, legal person or organisation with full legal capacity to be bound by this Agreement. If a natural person, you are at least 18 years of age or of legal age to form a binding contract under applicable laws;
4.1.3
If you are an employee or agent of a legal entity, and enter into this Agreement on their behalf, you have the legal right and authorisations to bind such legal entity;
4.1.4
You submit and consent to verification of all KYC documentation;
4.1.5
You are not prohibited from accessing or using our Products under applicable laws or regulations;
4.1.6
You are not, and for the duration of the time you use the Products, will not be (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to Abu Dhabi Global Market (ADGM) Authorities and the UAE) (individually, “Sanctioned Person” and collectively, “Sanctioned Persons”), or (b) a citizen, resident, or organised in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the ADGM Authorities and the UAE, (individually, “Restricted Territory” and collectively, “Restricted Territories”);
4.1.7
You do not intend to transact with any Sanctioned Person or any person in any Restricted Territory;
4.1.8
You do not, and will not, use a Virtual Private Network or any other privacy or anonymisation tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Products;
4.1.9
You will comply with all laws that apply to you, your use of the Products, and your actions and omissions that relate to the Products, including but not limtied to ADGM and UAE laws.
If your access or use of the Products is in breach of these representations and warranties and/or prohibited by applicable laws or regulations, you are not authorised to use the Products and you must immediately cease using the Products. We will not be responsible for your access or use of the Products in a way that is a violation of any law or regulation.
4.2
Prohibited Uses. You may use the Products only for lawful purposes and in accordance with the Agreement. You agree not to:
4.2.1
Use the Products in any way that violates any applicable ADGM regulations, UAE laws, international law or regulation, including, without limitation, any applicable sanctions laws, export control laws, securities or other financial regulatory laws, anti-money laundering laws, or privacy laws;
4.2.2
Use the Products in a manner that violates public morals, public interests, or the legitimate interests of others;
4.2.3
Use the Products for resale or commercial purposes, including transaction on behalf of any third party or entity;
4.2.4
Use any device, software or routine that interferes with the proper working of any Product;, including but not limited to viruses, malware, or other similar harmful software code or technology;
4.2.5
Attempt to probe, scan or test the vulnerability of the Products or the Website, or otherwise seek to interfere with or compromise the integrity, security, or proper functioning of the Products or the Website;
4.2.6
Attempt to interfere with the proper working of the Products, or interfere with, damage, or disrupt any parts of the Products, the server(s) on which the Products are stored, or any server, computer or database connected to the Products;
4.2.7
Attempt to gain unauthorised access or use of computers, data, systems, accounts or networks, including attempting to circumvent password or user authentication methods.
4.2.8
Attempt to use any web crawlers, bots, spiders or other programs, automatic devices, algorithms, scripts or methods, or any processes to access, obtain, copy or monitor any part of the Products, or replicate or bypass the navigational structure of the Products in any way whatsoever;
4.2.9
Attempt to track, look up or track any information in relation to any other users or visitors of the Products;
4.2.10
Attempt to engage in improper, manipulative, or abusive trading practices;
4.2.11
Engage in activities that involve data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products;
4.2.12
Attempt to transfer stolen items, fraudulently obtained items, items taken without authorisation, and/or any other illegally obtained items;
4.2.13
Commit, further,or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
4.2.14
Encourage or enable any other individual to do any of the foregoing.
You agree and accept that we have the right to investigate any alleged, purported or actual breach of the Prohibited Uses Clause of this Agreement, and our own discretion may solely determine whether you are in breach of this Agreement. We reserve the right to take any actions under relevant laws/ regulations in response to your breach without prior notice to you.
4.3
Your Responsibilities. By using the Products, you agree and understand that:
4.3.1
You are solely responsible for your use of the Products, including (a) all of your transfers of digital asset and (b) all transactions you submit through the Website are considered unsolicited, which means that they are solely initiated by you;
4.3.2
You have not received any investment advice from us in connection with any transactions. To the fullest extent permitted by applicable laws, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.
4.3.3
You are solely responsible for reporting and paying any taxes applicable to your use of the Products;
4.3.4
We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that a counterparty with whom you transact completes the transaction or is authorised to do so;
4.3.5
Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time.We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet; likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised; and
4.3.6
Transactions that take place on a blockchain network require the payment of transaction fees to the validators or node operators of the relevant network (“Gas Fees”); you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Products.
4.4
Release of Claims. You expressly agree that you assume all risks in connection with your use of the Products and your interaction with the Website. You further expressly waive and release NFTrends, as well as its affiliates and service providers, and each of their respective past, present and future agents, and each of their respective successors and assigns from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Products or your interaction with the Website.
4.5
Disclaimers
4.5.1
Assumption of Risks. By using the Products, you (a) represent that you are sophisticated enough to understand the various inherent risks of using cryptographic and public blockchain-based systems, including but not limited to our Products and digital assets, and (b) acknowledge and accept all such risks, and agree that we make no representations or warranties (expressly or implicitly) regarding such systems, and that you will not hold us liable for those risks, including but not limited to the risks described below, any or all of which could lead to losses and damages, including the total and irrevocable loss of your assets. These risks include, but are not limited to:
4.5.1.1
Wallet Security and Safekeeping: You are solely responsible for the safeguarding and security of your wallets. If you lose your wallet seed phrase, private keys, or password, you may be forever unable to access your digital assets. Any unauthorised access to your wallet by third parties could result in the loss or theft of your digital assets. We have no involvement in, or responsibility for, storing, retaining, securing or recovering your non-custodial wallet seed phrases, private keys, or passwords, or for any unauthorised access to your non-custodial wallet.
4.5.1.2
Blockchain Technology: Public blockchain networks, and the technology underlying and interacting with cryptographic and public blockchain-based networks, are experimental, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to a particular public blockchain network (e.g., via forks) could disrupt these technologies irreparably. There is no guarantee that any of these technologies will not become unavailable, degraded, or subject to hardware or software errors, operational or technical difficulties, denial-of-service attacks, other cyberattacks, or other problems requiring maintenance, interruptions, delays, or errors.
4.5.1.3
Network Cost and Performance: The cost, speed, and availability of transacting on public blockchain networks are subject to significant variability. There is no guarantee that any transfer will be confirmed or transferred successfully.
4.5.2
No Warranties. Each of our products is provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim all representations and warranties of any kind relating to the Products, whether express, implied, or statutory. This includes, but is not limited to, the warranties of non-infringement of third party rights, title, or merchantability and fitness for a particular purpose. You acknowledge and agree that your use of each of our Products is at your own risk. We do not represent or warrant that access to any of our Products will be continuous, uninterrupted, timely, or secure; that the information contained in any of our Products will be accurate, reliable, complete, or current; or that any of our Products will be free from errors, defects, viruses, or other harmful elements. .We also make no representations or warranties on the accuracy, currency, completeness or adequacy of the contents of material and information made available on or through our Website and expressly disclaim and exclude all liability in connection with the access and use of this website, including but not limited to any liability for errors, incompleteness and omissions in material or information made available or generated on or through the website. No advice, information, or statement that we make should be treated as creating any warranty concerning any of our Products.
4.5.3
Information Only. You agree that the Agreement (and any information provided by or obtained from the Website) are for informational purposes only, are not intended to be relied upon for professional advice of any sort and are not a substitute for information from experts or professionals in the applicable area. You should not take, or refrain from taking, any action or decision based on any information contained in the Website. If, and before you make any financial, legal, or other decisions involving the Website, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
5
Indemnification.
To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless NFTrends, as well as its affiliates and service providers, and each of their respective past, present and future agents, and each of their respective successors and assigns (the “Indemnified Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, legal 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 access and use of any of our Products; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party's access and use of any of our Products with your assistance or using any device or account that you own or control; (d) any dispute between you and (i) any other user of any of the Products or (ii) any of your own customers or users; and (e) your negligence or willful misconduct. You agree to promptly notify us of any third-party Claims and cooperate with the Indemnified Parties in defending such Claims.
You further agree that the Indemnified Parties shall have the right to control the defense or settlement of any third-party
Claims as they relate to us, if it so chooses, and you shall provide reasonable co-operation in this regard.
6
Limitation Of Liability.
To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall the Indemnified Parties or be liable to you or to any other person for: (a) any indirect, special, incidental, punitive or consequential damages of any kind, including damages for lost profits or revenues, business interruption, loss or inaccuracy of data, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction; (b) cost of procurement of any substitute goods, services or technology; (c) any amount, in the aggregate, in excess of the total amount paid or payable by you of one-thousand ($1,000) dollars; or (d) any matter beyond the reasonable control of the indemnified parties or any of them. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitations and exclusions may not apply to you.
7
Governing Law and Jurisdiction.
The Agreement is governed by and will be construed under the laws of the ADGM and the United Arab Emirates. You agree that the Website shall be deemed to be based solely in the ADGM, and that although the Website may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the ADGM . Any arbitration conducted pursuant to this Agreement shall be governed by the Arbitration Regulations of the ADGM (Arbitration Regulations 2015). You agree that any judicial proceeding will be brought in the ADGM Courts.
In the event that a dispute, controversy, difference or claim arises between us, both parties agree to enter into good faith negotiations in order to settle the dispute by either party serving a notice briefly outlining the nature of the dispute (a “Dispute Notice”) to the other party.
In the event the dispute is not resolved within sixty (60) calendar days of the date of the sending of a Dispute Notice, either party may commence an arbitration in the ADGM Courts which has exclusive jurisdiction.
8
Termination of Agreement
8.1
Any violation of our system or security may result in liability and we reserve the right to suspend/ terminate your use of our Products for any reason at any time without notice. NFTrends may lock any digital assets held where we suspect you to be in violation of this Agreement, our Privacy Policy, or any applicable laws and regulations.
8.2
We have the right to keep and use data and if required may disclose such information if your use of our Products is subject to official proceedings, criminal investigation or other litigation.
8.3
You agree that NFTrends will have no liability or responsibility for suspending or terminating your use of our Products or for your inability to withdraw digital assets during the period of any such hold.
9
Assignment.
You may not assign or transfer this Agreement or any of your rights or obligations under this Agreement, by operation of law or otherwise, without our prior written consent. This includes any obligations related to the enforcement of laws of the change of control. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement, in whole or in part, without notice or obtaining your consent or approval. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
10
Entire Agreement.
This Agreement, together with any additional terms, guidelines, and rules that are posted on the Website, including the Privacy Policy constitute the entire agreement between you and us with respect to the subject matter hereof. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Any invalidity of or failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision, which will remain in full force and be given effect to the greatest extent possible.
11
In the event you have any complaints, please write to us at complaints@nftrends.ai.