Last Updated: December 27, 2023
1. Acceptance of Terms. Thank you for using the Non Deep Fake Token,LLC’s, a Wyoming limited liability company (collectively with any affiliates “NDFT,” “we,” “us,” and “our”) platform, including NDFT’s website (the“Site”) and mobile application (the “App”). These Terms of Service (“TOS”)govern your access to the Site, use of App, related Paid Services (as defined below), and any other support, software, tools, features, products or servicesoffered in connection therewith (collectively, the “Services”). By using theServices, you are agreeing to the following terms and conditions set forth in thisTOS, whether or not you are a registered user of NDFT. These TOS may be updatedfrom time to time without notice to you. However, you can always find thelatest TOS at ndft.ai and should check regularly for updates and changes. Inaddition, when using the Services, you shall be subject to any posted policies,guidelines, or rules, including, without limitation, NDFT’s Privacy Policy .All such policies, guidelines, and rules are hereby incorporated by referenceinto these TOS.
Forpurposes of these TOS, “user”, “you”, and “your” mean you as the user of theServices. If you use the Services on behalf of a company or other entity then “you”includes you and that entity, and you represent and warrant that (a) you are anauthorized representative of the entity with the authority to bind the entityto these TOS, and (b) you agree to these TOS on the entity’s behalf. Except asotherwise expressly provided in these TOS, you agree that there shall be no third-partybeneficiaries to this agreement.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY ASTHEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOTAGREE TO THE CURRENT TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES,SINCE YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF ALL TERMS ANDCONDITIONS SET FORTH HEREIN.
2. Description of Services. NDFT makes available to its registered and non-registered users through the App and Site a collection of tools and resources.Registered users can [create,edit, post, sell, and resell] Content(as defined by Section 9 below). [Non-registered users can browse profiles, and other user’s Content].Unless explicitly stated otherwise, any new features which augment or enhancethe Services, including, without limitation, the release of new NDFTproperties, products, or services are subject to these TOS.
3. Use of Services; User Responsibilities. All users must abide by these TOS. NDFT maymonitor the Services to identify violations of these TOS by any user. If a userfails to follow any of the guidelines and/or rules of behavior, NDFT, in itssole discretion, may discontinue such user’s ability to use the Services at anytime. In addition, NDFT has the right, at any time and for any reason, todelete any piece of Content. You may only use the Services for purposesexpressly permitted by these TOS. As a condition of your use of the Services,you represent and warrant to NDFT that you will not use the Services for anypurpose that is unlawful, offensive, and/or prohibited by these TOS. You aloneare solely and completely responsible for any activity that takes place on the NDFTServices under your account. If you become aware of any unauthorized use ofyour account, username, password, or Content, it is your responsibility tonotify NDFT immediately. It is up to you to maintain the confidentiality ofyour password and username at all times.
4. Access to Paid Services.
(i) Paid Services. NDFT enables access to certain premiumfeatures or content for registered users in exchange for one-time or recurringfees (each a “Paid Service”). The Paid Services include NDFT [PAID SERVICES[CM4] ],and other NDFT services which may be offered by NDFT from time to time.
(ii) Payment. NDFT accepts payment via the payment methodindicated prior to your purchase. You must have a valid, accepted paymentmethod on file in order to purchase Paid Services, or to participate in no-costtrial offers or other no-cost offers related to the Paid Services. You agree topay for any Paid Service that you order. NDFT will charge your payment methodfor the price listed for the relevant Paid Service along with any additionalamounts relating to applicable taxes, bank fees and currency fluctuations. In some cases, you may transact with athird-party or affiliate platform when you purchase a Paid Service, in thesecases, the platform will charge your payment method and be responsible formanaging any issues with your payment, including refunds.
If you purchase any automatically renewing PaidServices, you agree that NDFT will charge the payment method on file on thefirst day of each billing period for the automatically renewing Paid Services.If you pay through an electronic cash payments (for example, debit card), (a)you authorize NDFT to process regularly scheduled charges, on a recurringbasis, to your designated payment method for the applicable amounts for therelevant Paid Service (which may vary based on applicable sales tax); (b) youagree that NDFT will only provide you with notice of a change of the paymentamount if such change is due to any reason other than variance in sales tax,bank processing fees, or currency exchange fees; and (c) you understand that,as an electronic funds transfer, these funds may be withdrawn as soon as theapplicable transaction date(s). If any payment for a Paid Service cannot becompleted via your designated payment method, you authorize NDFT and/or itsservice provider to collect the payment (and any fees associated with suchfailed payment) from your designated payment method or any other payment methodyou have saved to your NDFT payments profile. You will not dispute NDFT’s recurring scheduled transactions with yourbank, provided the transactions correspond to these payment terms. If NDFT is unable to charge you for a PaidService, you may not be able to access the applicable Paid Service until youupdate your payment method(s). Where possible, we will provide you with noticewhen this happens. If you fail to update your payment method(s) within areasonable amount of time following that notice, NDFT may cancel or suspendyour access to the Paid Service.
You may change your designated payment methodat any time to another accepted form of payment, provided that if you wish touse a new payment method for an upcoming payment, you must designate the newform of payment at least one (1) day prior to your next scheduled billing date.For clarity, if you pay with a debit card today, you may pay by another method,including credit card, at a later time. You may revoke this authorization withrespect to a given payment method at any time by removing the relevant paymentmethod from your account.
(iii) FreeTrials. NDFT may offer free trials for Paid Servicesto registered users from time to time. If you purchase a Paid Service thatincludes a trial, you will receive access to that Paid Service for the durationof the trial period. At the end of the trial period, you will be automaticallycharged the price of the Paid Service and will continue to be charged until youcancel the Paid Service. To avoid any charges, you must cancel your PaidService before the end of the trial period.
(iv) Discounts. NDFT may, from time to time, offer discountson Paid Services. Additional terms and conditions, including eligibilitycriteria, may apply to such plans and any such additional terms will be madeavailable to you prior to purchase.
(v) Changesto Pricing. You acknowledge that prices for Paid Servicesmay change from time to time, for example, to reflect inflation, changes inapplicable taxes, changes in pricing from our licensors, changes forpromotional offerings, changes to the Paid Services or changing businessneeds. NDFT does not provide priceprotection or refunds in the event of a price reduction or promotionaloffering. Any changes to pricing for Paid Services with recurring payments,excluding pricing changes due to changes in applicable taxes, will only applyfollowing reasonable notice to you. If we notify you of a price change for aPaid Service with a recurring payment and you do not want to continue that PaidService at the new price, you can cancel the Paid Service before the start ofthe next payment period in which the new price applies.
(vi) Pre-Order. NDFT may offer the ability to pre-ordercertain items that are available within the Paid Services. When you place apre-order, unless otherwise noted at the time, your payment method will not becharged until the date when the relevant Paid Service item is made available toyou. You can cancel a pre-order at any time up to the point at which therelevant item of content is made available. In some cases, NDFT may need tocancel a pre-order you have placed, in which case we will notify you.
(vii) Taxes. If NDFT is required to collect or pay anytaxes in connection with your purchase of a Paid Service, such taxes will becharged to you at the time of each purchase transaction.
(viii) ThirdParty Fees. You understand that you alone are responsiblefor obtaining access to the Services and that access may involve third partyfees, such as internet provider fees. You are totally responsible for obtainingsuch access and paying those fees.
(ix) Cancellationof Paid Services. If you purchase a Paid Service thatautomatically renews, you may cancel the Paid Service any time before the endof the current billing period. The cancellation will take effect at the end ofthat billing period.
(x) Refunds. You will retain access to the Paid Servicefrom the time you cancel until the start of the next billing period and, unlessotherwise indicated you will not receive a refund or credit for any remainingdays in your current billing period.
5. MINORSRESTRICTED ACCESS. YOUMUST BE AT LEAST 18 YEARS OF AGE OR OLDER TO ACCESS AND VIEW THE SERVICES. IFYOU ARE YOUNGER THAN 18 YEARS OF AGE, DO NOT USE THIS SERVICE FOR ANY PURPOSEAS IT IS NOT INTENDED FOR USE BY MINORS UNDER 18 YEARS OF AGE.
6. Communications. You understand that you may receivebusiness-related communications from NDFT from time to time, such as Serviceannouncements and account administrative notices, and you agree that suchcommunications are not “unsolicited commercial email advertisements” and youagree to receive such communications. As a user of the Services, you alsounderstand and agree that the Services may also include advertisements. Youagree that such advertisements are not “unsolicited commercial emailadvertisements” and, subject to applicable laws, you agree to receive them. Youunderstand and agree that your correspondence or business dealings with, orparticipation in promotions of, advertisers found on or through the Services,including payment and delivery of goods or services, and any other terms,conditions, warranties, or representations associated with such dealings, aresolely between you and such advertiser. You agree that NDFT shall not beresponsible or liable for any loss or damage incurred as the result of suchdealings. or as the result of the presence of such advertisers on the Services.
7. Wallets. Certain aspects of the Services may requireyou to obtain a blockchain address and third-party wallet, in which case yourNDFT account will be associated with your linked blockchain address and maydisplay the NFTs and Content associated with your blockchain address. By usinga wallet in connection with the Services, you agree that you are using any suchwallet under the terms and conditions of the applicable provider of the wallet.Wallets are not operated by, maintained by, or affiliated with NDFT. NDFT doesnot have custody or control over the contents of your wallet, nor does NDFThave the ability or obligation to retrieve or transfer its contents. NDFTaccepts no responsibility for, or liability in connection with, your use of a walletand makes no representations or warranties regarding how the Services willoperate with respect to any specific wallet. You are solely responsible forkeeping your wallet secure and you should never share your wallet credentialsor seed phrase with anyone. If you discover an issue related to your wallet,please contact your wallet provider. NDFT is not liable for any reason if yourwallet becomes compromised.
8. User Representations. As a user, youacknowledge and agree that:
• You aresolely responsible for your own communications and Content made or createdthrough, or posted on, the Services, including any data, images, graphics, NFTs,text, audio, video, email, links, and/or screen names. You agree to use theServices only for uses that are legal and proper.
• You willnot abuse, defame, harass, stalk, threaten, intimidate, or otherwise violate othersor the legal rights of others.
• You willnot violate the privacy or publicity rights of others.
• You willnot upload, create, post, or link to any material that is inappropriate,defamatory, infringing, obscene, vulgar, libelous, racially or ethnicallyhateful, objectionable, unlawful, or discriminatory against people based ontheir race, color, national or ethnic origin, religion, age, sex, gender,sexual orientation and/or preference, or physical handicap (or promote orprovide instructional information about illegal activities or communicationsthat could reasonably cause damage, loss, harm, or injury to any individual orgroup).
• You willnot post, create, upload, or link to (a) anything that promotes or distributespyramid schemes or chain letters, or (b) other disruptive, illegal, or immoralcommunications of any kind.
• You willnot post, create, upload, or link to anything that could potentially exploit orharm children including, without limitation, by posting content that mayinvolve child sexual exploitation or by posting, creating, uploading, orlinking to any content that may expose children to inappropriate Content, askfor personally identifiable details or information, or otherwise expose them tomaterials or information which, in any way, could cause damage, injury, or harmof any kind.
• You willnot post, create, upload, or link to anything that could promote suicide orself-harm, incite hate or violence against others, or dox another individual.
• You willnot post, upload or link to anything that harvests or otherwise collectsinformation about other users, including, without limitation, addresses, phonenumbers, e-mail addresses, and/or health or financial information of any kind,without the user’s prior express consent in each instance.
• You willnot post, create, upload, or link to anything that advertises any commercialendeavor (e.g., offering for sale any products or services) or otherwiseengages in any commercial activity (e.g., conducting raffles or contests,displaying sponsorship banners, and/or soliciting goods or services), orsolicits funds, advertisers, or sponsors for any purpose without the priorwritten consent of NDFT.
• You willnot create, post, edit, or upload anything that infringes any patent,trademark, copyright, trade secret, or other intellectual property or otherlegal right of a third party without prior written permission from the thirdparty in each instance, which written permission you agree to disclose to NDFTat any time upon NDFT’s request (subject to applicable law). You will notintentionally download any material that you know, or should reasonably know,cannot be distributed legally.
• You willnot impersonate another person, group of people, or entity at any time, and youwill not use another user’s username or password, nor allow another person toyou your username or password.
• You willnot use the Services for any illegal, immoral, or unauthorized purpose.
• You willnot claim a username for the purpose of reselling it, confusing others,deriving other’s goodwill, or otherwise engage in name squatting.
• You willabide by all applicable Federal, State, and local laws. If you are outside theUnited States, you will also comply with all local laws with respect to youronline conduct including, without limitation, laws governing the exportation ofdata to the United States or to your country or residence.
• You willnot modify, edit, or delete any Content of NDFT and/or of other users withoutsuch other party’s prior, written consent.
• You willnot transmit any viruses, worms, defects, Trojan Horses, or any items and/orcomputer code, files, or programs of a destructive nature and/or are otherwisedesigned to interrupt or limit the functionality of any computer software orhardware or telecommunications device.
• You willnot transmit or allow access or distribution of any spiders, robots, or otherinformation gathering computer programs or routines or their equivalents on orin the Services.
• You willnot do anything that disrupts the normal flow of dialogue, causes a screen toscroll faster than other users are able to type, or otherwise act in a waywhich affects the ability of other users to engage in real-time activitiesthrough the Site, App, or other Services.
• You willnot interfere with, or disrupt, the Services or servers or networks connectedwith the Services or disobey any requirements, procedures, policies, orregulations of networks connected to the Services.
• You willnote create member accounts under any false or fraudulent pretenses (includingby automated means).
• You willnot state or imply that any of your submitted and or posted Content is endorsedby NDFT or any affiliate thereof unless otherwise agreed in writing by NDFT orsuch affiliate.
• You willnot retrieve, store, or collect personal information about any user for anyunauthorized purpose, and may not retrieve, store, or collect personalinformation about any user for any valid purpose without such user’s priorwritten consent in each instance (and acknowledgment that they are at least 13years of age).
• You willnot engage in “spamming” of any kind.
• You willnot use the NDFT name or trademarks or related trade names, which youacknowledge here to be valid, subsisting, and enforceable without impediment,and you will not, expressly or by implication, create the false or misleadingimpression that NDFT is associated with, or endorses, or is in any wayconnected with you, your business, or your Content, unless otherwise agreed to inwriting by NDFT.
• You willnot bypass or ignore instructions that control access to the Services,including attempting to circumvent any rate limiting systems, directing trafficthrough multiple IP addresses, or otherwise obfuscating the source of trafficyou send to the Services.
• You willnot use the Services for commercial purposes inconsistent with these TOS or anyother instructions without the prior written consent of NDFT.
• You willnot attempt to reverse engineer, duplicate, decompile, disassemble, or decodeany aspect of the Services, including, without limitation, its source code orunderlying components, or do anything that might discover source code or bypassor circumvent measures employed to prevent or limit access to any service,area, or code of the Services.
• You willnot sell or resell the Services or attempt to circumvent any NDFT fee systems.
• You willnot use the Services to carry out any financial activities subject toregistration or licensing, including, without limitation, creating, offering,selling, or buying securities, commodities, options, or debt instruments.
• You willnot use the Services to create, sell, or buy NFTs or other items that give owners’rights to participate in any securities offering, or that are redeemable forsecurities, commodities, or other financial instruments.
• You willnot use the Services to engage in price manipulation, fraud, or otherdeceptive, misleading, or manipulative activity, nor will you use the Servicesto buy, sell, or transfer stolen items, fraudulently obtained items, itemstaken without authorization, and/or any other illegally obtained items or usethe Services with the proceeds of unlawful activity or with a wallet used toengage in unlawful activity.
• You willnot engage in, encourage, or promote any activity that otherwise violates theseTOS.
WHILE NDFTEXPLICITLY PROHIBITS THE ABOVE CONDUCT YOU ACKNOWLEDGE AND AGREE THAT YOU MAYBE EXPOSED TO SUCH CONDUCT AND CONTENT AND THAT YOU USE THE SERVICE ENTIRELY ATYOUR OWN RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NDFT SHALL HAVE NOLIABILITY OF ANY KIND FOR SUCH CONDUCT AS CARRIED OUT BY ANY THIRD PARTY AT ANYTIME UNLESS EXPRESSLY SET FORTH TO THE CONTRARY BY NDFT IN WRITING.
YOUUNDERSTAND AND AGREE THAT IF YOU VIOLATE ANY OF THE FOREGOING TERMS OF USE,NDFT MAY IN ITS SOLE DISCRETION, IN ADDITION TO ANY OTHER ACTIONS IT DEEMSNECESSARY, CHOOSE TO TAKE, SUSPEND OR TERMINATE YOUR USE OF THE SERVICESIMMEDIATELY, WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, ORA HEARING.
9. Content. As aregistered user, you will be able to [create, upload, view, edit, post, buy and sell] [description of content] (“Content”).This means that you—not NDFT—have sole responsibility for all Content that you create,upload, post, edit, email, transmit, purchase, sell, or otherwise makeavailable through the Services, and you are responsible for ensuring that youare in compliance with the rules of behavior, and terms of use, set forthherein relating to such Content. NDFT shall have no liability of any kind withrespect to any Content posted by you or other users of the Services. You acknowledgeand agree that you must assess and bear all risks associated with your use ofany Content. In this regard, you may not rely on any Content created by other NDFTusers or otherwise created, distributed, or displayed on any part of theServices. NDFT does not control or monitor all of the Content posted via theServices and, as such, does not guarantee the accuracy, integrity, or qualityof such Content.
10. User Content Representations and Warranties. The Content created by you must be owned byyou or you must have been granted prior permission to use such Content by itsowner. You represent and warrant that such content does not contain materialsubject to copyright, trademark, publicity rights, or other intellectualproperty rights, unless you have necessary permission or are otherwise legallyentitled to post the material and to grant NDFT the license described below,and that the content does not violate any laws or regulations. NDFT does notown any of the Content you post. However, by using the Services to createContent, or by placing Content on the Services, you are providing NDFT with aworldwide, irrevocable, royalty-free, unlimited, non-exclusive license, for aslong as the Content is part of your account, to publicly display, modify,reproduce, and distribute your Content, in whole or in part, on the site for NDFT’scurrent and future business purposes, including editorial and promotionalpurposes. [NDFTreserves the right to exploit or promote this Content in connection with thepromotion of the Services and other services offered by NDFT.] Additionally,unless you make it clear that specific Content you post cannot be copied orused by any other users of the Service, you agree that by posting Content youown on the Services, all other users can reproduce and use such Content inconnection with the Services, subject to all applicable laws. NDFT shall haveno responsibility for enforcing any rights you may claim in any Content, whichshall be your responsibility entirely, and you agree to hold harmless, defend,and indemnify NDFT with respect to any claim (i) that you have that other usersare reproducing or using your Content, and/or (i) by other users that you arereproducing or using their Content without permission. NDFT will not arbitrate,mediate, or resolve any intellectual property or other disputes between users,and has no responsibility for doing so unless otherwise specifically requiredby applicable law.
11. NDFT Screening and Retention. Youacknowledge that NDFT may or may not pre-screen Content but that NDFT and itsdesignees shall have the right, but not the obligation, in its sole discretionto pre-screen, refuse, move, edit, and/or delete any Content that violatesthese TOS and/or is otherwise objectionable as determined by NDFT in its solediscretion. Notwithstanding anything to the contrary in these TOS, NDFT maypreserve and store your account information and Content if NDFT believes ingood faith that such preservation is necessary to comply with legal orregulatory processes, respond to claims that the Content violates the rights ofthird parties, and/or to protect the rights, property, or personal safety of NDFT,its users, and the public.[CM6]
12. Copyright. NDFT respects the intellectual property of others,and we request our users do the same. In certain circumstances, and at ourdiscretion, NDFT may, but is not obligated to, disable, suspend, and/orterminate the accounts of users who may be infringing on the rights of others.If you believe that your Content has been copied in a way that constitutescopyright infringement, or your intellectual property rights have otherwisebeen violated, please contact NDFT as soon as possible at info@ndft.ai with thefollowing information:
(i) an electronic or physical signature of theperson authorized to act on behalf of the owner of the copyright or other intellectualproperty interest;
(ii) a description of the copyrighted work or worksclaimed to have been infringed;
(iii) a description of where the material you claimis infringing is located on the Site or App;
(iv) your name, address, telephone number, and emailaddress;
(v) a statement claiming that you have a good faithbelief that the disputed use has not been authorized; and
(vi) a statement by you made under penalty ofperjury, that the above information is accurate and that you are the copyrightor intellectual property holder or are authorized to act on behalf of theholder.
13. Third-Party Links and Sites; NFTs. The Services may provide, or third-partiesmembers may provide, links to other websites, resources, or services, which arenot maintained by, or related to, NDFT. Links to such third-party sites orservices are not sponsored by, endorsed, or otherwise affiliated with NDFT. NDFThas no control over these sites or services and their content, and makes norepresentations or warranties about the content, completeness, quality, oraccuracy of such links, materials, or information contained on any such websiteor service. As such, you acknowledge and agree that NDFT is not responsible forthe availability of such links, resources, and content, and does not endorse, noris responsible or liable for, any content, advertising, products, or othermaterials made available on or from any such linked websites, resources, orservices. You also acknowledge and agree that NDFT is not responsible orliable, directly or indirectly, for any damage or loss caused by, or alleged tohave been caused by, or in relation to, the use of any content, goods, orservices offered through such links, site, or services or any failures and/ordisruption to your device(s) that results from your use of any such links, orfor any intellectual property or other third party claims relating to yourposting or using such links.
Additionally, NDFT does not make anyrepresentations or warranties regarding any Content associated with NFTsdisplayed on the Services, and you bear responsibility for verifying thelegitimacy, authenticity, and legality of NFTs that you purchase fromthird-party sellers. NDFT cannot guarantee that any NFTs visible on theServices will always remain visible and/or available to be bought, sold, ortransferred. Users are solely responsible for any content related to their NFTs.Sellers of NFTs are (i) solely responsible for determining and establishing theprice of an NFT, inclusive of any applicable tax, and (ii) to the extentapplicable, are solely responsible for any mint count and minting mechanics forNFTs they sell.
14. Indemnity. YOU AGREE, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NDFT, ANDOUR RESPECTIVE PAST, PRESENT, AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS,CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICEPROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES,PREDECESSORS, SUCCESSORS, AND ASSIGNS, FROM AND AGAINST ANY AND ALL ACTUAL ORALLEGED CLAIMS, DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS,TAXES, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION,ATTORNEYS’ FEES AND EXPENSES), AND COSTS (INCLUDING, WITHOUT LIMITATION, COURTCOSTS, COSTS OF SETTLEMENT, AND COSTS OF PURSUING INDEMNIFICATION ANDINSURANCE), OF EVERY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN,FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, INLAW OR EQUITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE INCLUDING, BUT NOTLIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISEOUT OF OR ARE RELATED TO (A) YOUR USE OR MISUSE OF THE SERVICES, (B) YOURVIOLATION OR BREACH OF ANY TERM OF THESE TOS OR APPLICABLE LAW, RULE, ORREGULATION, AND (C) YOUR VIOLATION OF THE RIGHTS OF, OR OBLIGATIONS TO, ANYTHIRD PARTY. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHERINDEMNITIES SET FORTH IN THESE TOS OR ANY OTHER WRITTEN AGREEMENT BETWEEN YOUAND NDFT.
15. No Resale of Services. You agree not to, without the express priorwritten consent of NDFT in each instance: reproduce, duplicate, copy, sell,resell, or exploit, for any commercial or other purposes, any portion of theServices or Content or other information or materials of any kind that you donot own.
16. Modification and Termination of the Service. NDFT reserves the right, at any time and fromtime to time, to modify or discontinue, temporarily or permanently, the Services(or any part thereof) with or without notice. You agree that NDFT will not beliable to you or any third party for the consequences of any modification,suspension, or discontinuance of the Services.
17. NDFT Privacy Policy. Personal and certain other information issubject to our Privacy Policy. As a condition of using the Services you agreeto the terms of our Privacy Policy, as it may be changed and updated from timeto time. Our Privacy Policy, which is incorporated here by reference, islocated at ndft.ai/privacy-policy. You agree that your use of the Services is subject to the PrivacyPolicy, and therefore, you agree that you will not use the Services unless anduntil you have reviewed the Privacy Policy and agree with its terms in theirentirety.
18. Registration. In order to use certain aspects of the Services,you may be required to register as a user. Registered users are subject to thefollowing specific terms in addition to all of the other terms in thisAgreement:
• Inconsideration of your use of the Services, you represent that you are of legalage to form a binding contract, which is eighteen (18) years of age in theUnited States and are not a person barred from receiving the Services under thelaws of the United States or other applicable jurisdiction.
• Youagree to provide true, accurate, current, and complete information as requiredon the Services’ registration form. If you provide any information that isuntrue, incomplete, not current, or inaccurate, NDFT has the right, in additionto any others, to suspend or terminate your account and refuse your current orfuture use of the Services (or any portion thereof).
• Youagree that NDFT may, under certain circumstances and without prior notice,immediately terminate your NDFT account, any associated usernames, and/oraccess to the Services. Cause for such termination shall include, but is not belimited to,:(i) a breach or violation of the TOS or of other NDFT policies,guidelines, or rules (including, without limitation, the Privacy Policy), (ii)extended periods of inactivity, (iii) your engagement in fraudulent or illegalactivity, (iv) unexpected technical or security issues, and (v) requests by lawenforcement or other government agencies. You also agree that any terminationis in NDFT’s sole discretion and that NDFT will not be liable to you, or to anythird party, for any termination of your account, password, username, deletionof Content, and/or access to the Services.
• Youagree that your account is non-transferable and any rights to your account,password, username, and virtual currency or goods shall, unless otherwiselimited by applicable law, terminate upon your death or disability and/ortermination of account for any reason.
• You areresponsible for any activities that take place under your account. If youbecome aware of any unauthorized use of your username, password, account,Content, or any other breach of security, contact NDFT immediately. It is up toyou to maintain the confidentiality of your password and account. NDFT is notresponsible or liable for any loss or damage arising from your failure tocomply with the provisions of these terms.
19. Practices Regarding Use and Storage. You acknowledge that NDFT may establishgeneral practices and limits regarding use of the Services including, withoutlimitation, Content limits and the maximum amount of disk space that will beallotted on NDFTs servers on your behalf. You agree that NDFT has noresponsibility or liability for the deletion or failure to store or transmitany messages or communications or other Content maintained or transmitted bythe Services. You acknowledge and agree that NDFT, in its sole discretion,reserves the right to log off accounts and deactivate usernames and accountsthat are inactive for an extended period of time. You further acknowledge that NDFThas the right to modify these practices and limits from time to time.
20. NDFT Proprietary Rights; Trademarks andCopyrights. You acknowledge and agree that the Services,including their proprietary content, software, source code, data, informationand other materials, and all content and other materials contained therein,including, without limitation, the NDFT logo and all designs, text, graphics,pictures, sound files, other files, and the selection and arrangement thereof (collectively,the “NDFT IP”) are proprietary and confidential information that is theproperty of NDFT and its licensors, and is protected by applicable intellectualproperty and other laws. No rights or title of, or to, any of the NDFT IP usedin connection with any of the Services is provided, transferred, or assigned toyou. You further acknowledge and agree that content contained in advertisementsor information presented to you through the Services or is protected bycopyright, trademarks, service marks, patent, privacy, and/or other proprietaryrights and laws. Except as expressly authorized by NDFT, you agree not tomodify, loan, sell, distribute or create derivative works based on the Servicesor NDFT IP, in whole or in part, at any time. You also acknowledge NDFTsexclusive rights in the NDFT trademark and service mark. Trademarks, servicemarks, logos, and copyrighted works appearing on NDFT are the property of NDFTor the party that provided such intellectual property to NDFT. NDFT and anyparty that provides intellectual property to NDFT retain all rights withrespect to any of their respective intellectual property appearing on orthrough the Services, and no rights in such materials are transferred orassigned to you, in whole or in part, at any time.
21. No Co-Branding or Framing. You may not use or authorize any party toco-brand or frame NDFT or any of its Services without the express prior writtenpermission of an authorized representative of NDFT, as applicable, in eachinstance. For purposes of this TOS, “co-branding” means to display a name,logo, trademark, or other means of attribution or identification of any partyin such a manner as is reasonably likely to give a person the impression thatsuch other party has the right to display, publish, or distribute the NDFTbrand or Services, in whole or in part, and/or any content accessible within theServices. For purposes of this TOS, “framing” refers to displaying any NDFTwebpage or Service within a bordered area of another website, regardless ofwhether the address of the originating NDFT is visible. You further agree tocease any unauthorized co-branding or framing immediately upon notice from NDFT.
22. Disclaimer of Warranties. THE USEOF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS AND, TO THE GREATEST EXTENT PERMITTED BY APPLICABLELAW, NDFT ASSUMES NO RESPONSIBILITY FOR TIMELINESS, NON-DELIVERY, OR FAILURE TOSTORE ANY CONTENT, COMMUNICATION, WRITING, IMAGE, OR PERSONALIZATION SETTINGS,AND NDFT IS NOT RESPONSIBLE OR LIABLE FOR THE ACCURACY, CONTENT, COMPLETENESS,LEGALITY, OR RELIABILITY OF ITS SERVICES OR CONTENT OR INFORMATION CONTAINEDTHEREON. NDFT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSOR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NDFTMAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THESERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR ANYERRORS IN THE SERVICES WILL BE CORRECTED, (iii) THE RESULTS OF USING THESERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS,SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USEOF THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) THAT THE SERVICES ORCONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
FURTHER, NDFT DOES NOT, AND CANNOT, GUARANTEETHE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENTSECURITY RISKS OF PROVIDING INFORMATION AND TRANSACTING OVER THE INTERNET.ADDITIONALLY, NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED INTHE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). BECAUSE ANY TRANSFERS ORSALES OF NFTS OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM), NDFT CANNOT AFFECTOR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHTS IN OR TO ANY NFTS OR UNDERLYINGOR ASSOCIATED CONTENT OR ITEMS. NDFT IS NOT RESPONSIBLE OR LIABLE FOR ANYLOSSES OR INJURY DUE TO VULNERABILITY OR FAILURE OF ANY SOFTWARE (E.G., WALLET,SMART CONTRACT), BLOCKCHAINS, OR ANY OTHER FEATURES OF ANY NFTS. NDFT IS NOTRESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS ORREPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAINSUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHERISSUES RESULTING IN LOSS OR INJURY AS A RESULT.
NO ADVICE OR INFORMATION, WHETHER ORAL ORWRITTEN, OBTAINED BY YOU FROM NDFT OR THROUGH OR FROM THE SERVICES SHALL CREATEA WARRANTY NOT EXPRESSLY STATED IN THESE TOS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONOF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAYNOT APPLY TO YOU.
23. Limitation of Liability. TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREETHAT NDFT WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOTLIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLELOSSES, EVEN IF NDFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ORSUCH DAMAGES WERE REASONABLY FORESEEABLE, RESULTING FROM THE USE OR THEINABILITY TO USE THE SERVICES; UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOURTRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY INCLUDINGADVERTISERS ON THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS ANDSERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OROBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THESERVICES; AND/OR ANY OTHER MATTER RELATING TO THE SERVICES. NOTWITHSTANDINGANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUMAGGREGATE LIABILITY OF NDFT ARISING OUT OF, OR IN ANY WAY RELATED TO, (i) THESETOS, OR (ii) THE ACCESS TO AND USE OF THE SERVICES, CONTENT, NFTS, OR ANY NDFTPRODUCTS OR SERVICES, EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR(B) THE AMOUNT RECEIVED BY NDFT FOR ITS SERVICES TO YOU DIRECTLY RELATING TOTHE ITEMS THAT ARE THE SUBJECT OF THE CLAIM, WHICH YOU ACKNOWLEDGE TO BE A FAIRAND REASONABLE SUM IN THE EVENT OF ANY LOSS BY YOU OF ANY KIND.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONOR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONOR EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS ORLIMITATIONS OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THISLIMITATION MAY NOT APPLY TO PERSONAL INJURY CLAIMS.
24. Assumptionof NFT Risks. Regarding any NFTs purchase, sold, traded, orotherwise acquired through the Services, you acknowledge and agree:
• Thevalue of an NFT is subjective. Prices of NFTs are subject to volatility, andfluctuations in the price of cryptocurrency can also materially and adverselyaffect NFT prices. You acknowledge that you fully understand this subjectivityand volatility and that you may lose money.
• Youunderstand that you are responsible for any fees related to use of the Services,including for actions you take on the blockchain, regardless of whether asuccessful transaction occurs, and that such fees are final and irreversible.
• A lackof use or public interest in the creation and development of distributedecosystems could negatively impact the development of those ecosystems andrelated applications, and could, therefore, also negatively impact thepotential utility of NFTs.
• Theregulatory regime governing blockchain technologies, non-fungible tokens,cryptocurrency, and other crypto- based items is uncertain, and new regulationsor policies may materially adversely affect the development of the Services andthe utility of NFTs.
• You aresolely responsible for determining what, if any, taxes apply to yourtransactions and to withhold, collect, report, and remit the correct amounts oftaxes to the appropriate tax authorities. NDFT is not responsible for determining,withholding, collecting, reporting, or remitting any taxes that apply to yourNFTs or the sale or purchase of your NFTs.
• Thereare risks associated with purchasing items associated with content created bythird parties through peer-to- peer transactions, including, but not limitedto, the risk of purchasing counterfeit items, mislabeled items, items that arevulnerable to metadata decay, items on smart contracts with bugs, and itemsthat may become untransferable. You represent and warrant that you have donesufficient research before making any decisions to sell, obtain, transfer, orotherwise interact with any NFTs or accounts/collections.
• NDFTdoes not have ownership or control over the smart contracts deployed by third partiesand are not responsible and make no guarantees regarding their operation andfunctionality.
• NDFT doesnot control the public blockchains that you may interact with and NDFT does notcontrol certain smart contracts and protocols that may be integral to yourability to complete transactions on public blockchains. Additionally,blockchain transactions are irreversible and NDFT has no ability to reverse anytransactions on a blockchain.
• Thereare risks associated with using internet and blockchain based products,including, but not limited to, the risk associated with hardware, software, andinternet connections; the risk of malicious software introduction; and the riskthat third parties may obtain unauthorized access to your third-party wallet oraccount. You accept and acknowledge that NDFT will not be responsible for anycommunication failures, disruptions, errors, distortions or delays you mayexperience when using the Services or any blockchain network, however caused.
• Itemsyou purchase may become inaccessible on NDFT. Under no circumstances shall theinability to view items on NDFT or an inability to use the Services inconjunction with the purchase, sale, or transfer of NFTs available on anyblockchains serve as grounds for a claim against NDFT.
25. Special Admonition for Services Relating toFinancial Matters. If youreceive or request any news, messages, or other information from the Servicesconcerning stock quotes, companies, investments, or securities, you acknowledgeand agree that the Services are provided for entertainment purposes only, andno Content included on, or information made available by or through, theServices is intended for trading or investing purposes. NDFT and its licensorsshall not be responsible or liable for the accuracy, usefulness, oravailability of any information transmitted or made available via the Servicesand shall not be responsible or liable for any trading or investment analyses,decisions, or actions made by you or any users based on such information orContent.
26. Personally Identifiable Information. NDFT cautions you against giving out anypersonally identifying information about yourself, your children, or any otherperson in or through use of the Services. In an effort to preserve yourprivacy, NDFT agrees that it will treat any personally identifying informationthat you submit through the Services in accordance with the terms outlined in NDFT’sPrivacy Policy located at: ndft.ai/privacy-policy.
27. Disclosures Required by Law. NDFT reserves the right, at all times, todisclose any information, including personally identifiable information aboutyou, as necessary to satisfy any applicable law, regulation, legal process, orgovernmental request. NDFT reserves the right to fully cooperate with any lawenforcement authorities or court order requesting or directing NDFT to disclosethe identity of anyone posting any Content, or publishing or otherwise makingavailable any materials that are believed to violate these TOS. NDFT may, butshall have no duty to, use reasonable efforts to notify you in connection withany such inquiry, provided, however, that the inquiry in question is notconfidential. In no instance shall NDFT be liable to you in connection with anynon-disclosure. BY ACCEPTING THIS AGREEMENT,YOU WAIVE ALL RIGHTS AND AGREE TO HOLD NDFT HARMLESS FROM AND AGAINST ANY ANDALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY NDFT DURING, OR AS A RESULT OF,ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OFINVESTIGATIONS BY EITHER NDFT OR ANY LAW ENFORCEMENT OR REGULATORY AUTHORITIES.
28. Disputes; Governing Law; Venue; Jury TrialWaiver. If there is any dispute about or involving NDFTand/or the Services, you agree that any dispute shall be substantially andprocedurally governed by the laws of the State of Colorado, without regard toconflict of law provisions. You agree to personal and exclusive jurisdiction by,and venue in, the state and federal courts of Denver County, Colorado. TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY ANDEXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, ORCOUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OFOR RELATING TO THESE TOS.
29. Limitation on Claims. YOUAGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM ORCAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICE OR THESE TOSMUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE ORBE FOREVER BARRED.
30. Terms Control; Amendment. These TOS govern the terms and conditions ofyour use of the Services, and supersede all prior or contemporaneouscommunications and proposals, whether electronic, oral, or written, between youand NDFT with respect to subject matter hereof. Notwithstanding the foregoing,you may also be subject to additional terms and conditions, posted policies(including, but not limited to, the Privacy Policy), guidelines, or rules thatmay apply when you use or purchase certain elements of the Services, affiliateor advertiser services, third-party content, or third-party software. NDFT mayrevise these TOS at any time by updating this posting. Accordingly, you shouldreview the TOS periodically to determine if any changes have been made. Yourcontinued use of the Services after any changes have been made to these TOSsignifies and confirms your acceptance of any such changes or amendments tothese TOS.
31. Waiver. The failure of NDFT to exercise or enforce anyright or provision of these TOS shall not operate as a waiver of such right orprovision. Any waiver of these TOS by NDFT must be in writing and signed by anauthorized representative of NDFT to be effective.
32. Severability. If any provision of these TOS is found by acourt of competent jurisdiction to be invalid, the parties’ intentions asreflected in the provision, and the other provisions of these TOS, shall remainin full force and effect.
33. Headings. The section titles in these TOS are forconvenience only and have no legal or contractual effect.
34. IndependentContractors. Nothing contained in these TOS shall be construed to constitute either party as a partner, joint venturer, employee, or agent of the other party, nor shall either party hold itself out as such.Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each is, and shall, remain independent contractors (to the extent applicable), and therefore, responsible for its own actions.
35. Interruptions. You acknowledge and agree that your access to, and use of, the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services, geographic restrictions, potential violation of these Terms, or other actions that NDFT, in its sole discretion, may elect to take.
36. InjunctiveRelief. You acknowledge and agree that a breach of these TOS will cause irreparable injury to NDFT for which monetary damages would not be an adequate remedy and that, in the event of any breach, NDFT shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
37. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services, and/or other information or materials provided by NDFT hereunder, to any country for which the UnitedStates or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce DeniedPerson’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
38. Survival. All sections which, by their nature or their express terms, should or do survive the termination of these TOS shall continue in full force and effect subsequent to and notwithstanding any termination of these TOS by NDFT or you. Termination will not limit any of NDFT’s other rights or remedies at law or in equity.
39. ContactInformation. Please immediately report any violations of these TOS, or comments or questions, to NDFT at info@ndft.ai.
