Terms and Conditions

1. Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you become a Member are set out below:
• We may amend these Terms or your Membership at any time, by providing written notice to you;
• Your Membership is subject to a minimum term, as set out in your Account. Without limiting your rights under the Australian Consumer Law, you may only cancel your Membership at the expiry of the minimum term;
• Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing basis;
• To the maximum extent permitted by law, the Membership Fees and the Service Fee is non-refundable;
• Our liability under these Terms is limited to us resupplying the NFT Master Services to you or in our sole discretion, to us repaying you the amount of the Membership Fees, and we will not be liable for Consequential Loss;
• We will have no liability for the use or results of any Third Party ID Service or Identity Check, any aspect of the Member and Seller interaction including the goods and services offered by the Seller, the description of the goods and services requested or offered, any advice provided, the performance of services supply and delivery of goods and any event outside of our reasonable control.
• We may terminate these Terms at any time by giving [30 days’ written] notice to you.
• We receive a service fee/commission from each Member for payments made through the Platform.
• We will handle your personal information in accordance with our privacy policy;
• We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform or for featuring certain products or services on the Platform.
Nothing in these terms limit your rights under the Australian Consumer Law.

2. Introduction

2.1 These terms and conditions (Terms) are entered into between NFTMASTER PTY LTD ABN 64654476089 (we, us or our) and you, together the Parties and each a Party. These Terms supplement and incorporate our Privacy Policy. These Terms govern your access to and use of our website(s), our APIs, mobile app, and any other software, tools, features, or functionalities provided on or in connection with the Platform. 2.2 We provide a community-based platform (Platform) where people can view, explore, buy, sell, transfer, create and mint non-fungible tokens (NFTs), (Members). Members can also create membership-based content including podcasts, digital art and literature (Creators) and Members can connect with and support Creators within the community by subscribing to the Creator’s page. 2.3 In these Terms, you means (as applicable) the person or entity registered with us as either a Member or Creator or the individual accessing or using the Platform. 2.4 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

3. Acceptance and Plaform License

3.1 You accept these Terms by accessing, or using the Platform or the nftmaster's Services. 3.2 You must be at least 18 years old to use the Platform. 3.3 We may amend these Term at any time, by providing written notice to you. By [clicking “I accept” or] continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the Termination clause. 3.4 We may use [other APIs e.g. Discord to improve the provision of NFT Services to you and user experience on the Platform.] Your use of Discord is subject to the Discord Terms of Service. 3.5 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent. 3.6 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including: (a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights; (b) link a cryptowallet or blockchain address that is or may be investigated by any regulatory authority or third party; (c) using the Platform to defame, harass, threaten, menace or offend any person; (d) using the Platform for unlawful purposes; (e) interfering with any user of the Platform; (f) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses); (g) using the Platform to send unsolicited electronic messages; (h) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or (i) facilitating or assisting a third party to do any of the above acts.

4. Accounts

4.1 You must register on the Platform and create an account (Account) to access the Platform’s features. 4.2 You may only have 1 Account on the Platform which you can use as a Member and as a Creator. 4.3 You must provide basic information when registering for an Account including your business name (if you are a Creator), contact name, your country of residence, email address, your cryptowallet address, and you must choose a username and password, and any other required information set out on the Platform. [The username you choose must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.] 4.4 You may [also] register for an Account using your Facebook, Google or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to current profile, name and other basic information 4.5 You will be required to link your cryptowallet with your Account. By using your cryptowallet in connection with the Platform, you agree that you are using that cryptowallet under the terms and conditions of the applicable provider of the cryptowallet. We have no affiliation with the provider of your cryptowallet and no responsibility for your cryptowallet. You are solely responsible for keeping your cryptowallet secure and you should never share your cryptowallet credentials or seed phrase with anyone. 4.6 If you discover an issue related to your cryptowallet, please contact your cryptowallet provider. Likewise, you are solely responsible for your Account and any associated cryptowallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or cryptowallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Platform or your Account or your cryptowallet. 4.7 Once you have registered an Account, your Account information will be used to create a profile which you may then curate. 4.8 All personal information you provide to us will be treated in accordance with our Privacy Policy. 4.9 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others. 4.10 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account. 4.11 We will review your request for an Account before approving the request. We may request additional information.If you do not provide us with information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account, in our sole discretion. 4.12 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification. 4.13 When you create an Account, you will automatically be provided with a nftmaster membership (Membership).

5. Platform Summary

5.1 The Platform is (1) a NFT marketplace where Members can buy, sell, transfer, [create or mint] NFTS, and (2) where Creators can create membership-based content and Members can connect with and access such content by subscribing to Creators’ pages. 5.2 We provide the Platform to users (including hosting and maintaining the Platform), process payments between Members and Creators, provide promotional opportunities for Creators, and [insert any other support services for Members] (together the NFT Master Services ). You understand and agree that we only make available the NFT Master Services. We are not party to any agreement entered into between a Member and a Creator and we have no control over the conduct of Creators, Members or any other users of the Platform. 5.3 [We will provide Platform and community guidelines which you agree to comply with and to act in good faith with regard to the users of the Platform.] 5.4 You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from Creators using the Platform and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Platform. 5.5 We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, we may, at our sole discretion, suspend your Account and block your ability to access the Platform until such additional information and documents are processed by us. 5.6 Your access and use of the Platform 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 Platform or other actions that we, in our sole discretion, may elect to take. 5.7 The Platform may also contain links to third-party websites (Third-Party Websites) and applications (Third-Party Applications), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (Third-Party Materials). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application you are subject to the terms and conditions (including privacy policies) of that other website or application. We are not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to them.

6. Creator Content Subscriptions

6.1 A Creator can create a membership page on the Platform to showcase and display Creator’s content. [Creators can use creators tools we provide on the Platform.] 6.2 Members can subscribe to different levels of membership with different pricing and different levels of access to the Creator’s membership page, on the Creator’s membership page (Subscription). 6.3 Members agree to pay the Creator the amount set out on the Platform for the Subscription on the terms set out on the Platform (Subscription Fee). Members acknowledge that the Subscription Fee is determined by the Creator and is subject to any terms and conditions between the Member and the Creator. 6.4 Despite anything to the contrary in these Terms or on the Platform, you are responsible and liable for all taxes and duties which are imposed by any government taxing authority on you in connection with your use of the Platform including determining what, if any, taxes apply to transactions you participate with on the Platform, reporting any income or withholdings taxes which may be due as a result of payments received under these Terms. We are not responsible for determining the taxes that apply in connection with your use of the Platform. 6.5 If you are a creator of 18+ content, you must verify that your subscribed Members are 18 years or older, and you must store their consent to participate.

7. NFT Marketplace

7.1 A Member may use their Account to view and browse buy NFTs listed for sale on the Platform (NFT Listings). A Member may also list a NFT for sale on the Platform (Seller) in which case the Seller must post an accurate and complete description of the NFT Listing including the price (NFT Fee). 7.2 If a Member desires to purchase a NFT in accordance with a NFT Listing, the Member will make an offer through the Platform by placing a bid for the NFT (Offer). The Member agrees to purchase the NFT for the NFT Fee, which may change from time to time, and to pay any Service Fees to us at the time of the Confirmed Purchase. 7.3 If the Seller accepts the Offer through the Platform, it becomes a Confirmed Purchase and the NFT will be transferred to the Member’s linked cryptowallet.

8. Communication

8.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as via Discord, text message or email. 8.2 [Members and Creators can communicate privately and directly using our private messaging service.]

9. Memberships

9.1 Once you have created an Account, you agree to pay the membership fee set out on the Platform (Membership Fee) to access and use certain features on the Platform and benefit from your Membership. 9.2 Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing [monthly basis], and you will be charged the same Membership Fee each [month] (Payment Date). 9.3 Cancellations and Changes to your Membership: If you wish to cancel, suspend or change your Membership (for example, by upgrading to a different Membership tier), you must provide notice to us [through your Account/via email] that you wish to cancel, suspend or vary your Membership [at least [24 hours]] before the next Payment Date. If you vary your membership and the Membership Fee also varies, you will be charged the new Membership Fee on the next Payment Date. 9.4 To the extent permitted by law, the Membership Fee is non-refundable and non-cancellable once paid. 9.5 We may need to change the Membership (for example, the inclusions and exclusions) and Membership Fee from time to time. If we change your Membership or Membership Fee, we will provide you with [30 days’] notice of the change. After [30 days], we will apply the new Membership Fee to your existing payment details for all future Payment Dates, and your Membership changes will take effect on the same date. If you do not agree with the new Membership or Membership Fee, you may cancel your Membership in accordance with these terms.

10. Payments

10 Payments 10.1 As a Member, you agree to pay (and your chosen payment method will be charged) the fees set out on the Platform, including Membership Fees, NFT Fees, Subscription Fees and Service Fees, as applicable. 10.2 In consideration for providing the Platform, we will charge the service fees (including any third-party payment processing fees) to the Member as set out on the Platform for any transactions made on the Platform (Service Fee). You (the Member) agree to pay the Service Fee at the same time you pay any fee including the Membership Fee, NFT Fee and/or the Subscription Fee. 10.3 As a Seller or Creator, the NFT Fee and/or the Subscription Fee will be deposited in your nominated cryptowallet as linked in your Account upon payment by the Member.

11. Refunds Policy

11.1 The cancellation, exchange, variation, or refund of any goods and services ordered on this Platform is a matter between the relevant Member and Seller. 11.2 We do not provide refunds for any purchases you may make for NFTs or anything else on or using the Platform. 11.3 For disputes between Members and Sellers, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws. 11.4 This clause will survive the termination or expiry of these Terms.

12. Promotional Opportunities and Discount Codes

12.1 As a Creator, you may choose to purchase promotional opportunities , such as [a feature in our email marketing or placement on our home page] (Promotional Opportunity). Promotional Opportunities are subject to the fees and the terms and conditions as set out in any Promotional Opportunity offer and displayed on the Platform or otherwise communicated to you. In the event of any conflict between any Promotional Opportunity terms and conditions and these Terms, the Promotional Opportunity terms and conditions will prevail. 12.2 As a Member, we may from time-to-time issue to you promotional discount codes for use on the Platform. To redeem the promotional discount code, you must enter the code into your Account, and the discount will be applied to your next [Membership payment][Confirmed Purchase].The conditions of use relating to promotional discount codes will be set out on the Platform. We may also from time to time run competitions on the Platform or on social media. These competitions are subject to terms and conditions which will be made available on the Platform at the time of the competition

13. Identify Verification

13.1 If we choose to conduct identity verification or background checks on any Member, to the extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future. Any verification of Sellers on the Platform is not an endorsement or recommendation that the Seller is trustworthy or suitable. You should do your own due diligence before buying a NFT. 13.2 [As a Seller,] We may offer you the option of verifying your identity and/or validating your Account using a third party verification service (Third Party ID Service). 13.3 Where you have elected to verify your identity under this clause, you acknowledge and agree that (1) we may contact, connect to or otherwise liaise with Third Party ID Services to validate your identity and information (Identity Check); [and] (2) Third Party ID Services may provide us with your personal information or sensitive information, and you consent to us receiving and using this information to enable us to perform an Identity Check; 13.4 Following a successful Identity Check, you acknowledge and agree that (1) we may permit you to use verification signs, icons or badges in connection with your Account to indicate that a successful Identity Check has been performed (Verification Icon); and (2) a Verification Icon may only be used by the individual or business for whom the relevant Identity Check has been successfully performed and the relevant Verification Icon has been issued, and then, only where that individual is directly providing the relevant goods and services . 13.5 You acknowledge and agree that (1) the Identity Check [and the issuance of a Verification Icon] may not be fully accurate, as it/they are dependent on the information provided by the relevant individual or business and/or information or checks performed by third parties; and (2) you should not rely on the Identity Checks [or the Verification Icons], and you should make your own inquiries as to the accuracy, legitimacy, validity, credibility or authenticity of any users of the Platform.

14. Intellectual Property

14.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us. 14.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used. 14.3 You must not, without our prior written consent: (a) copy, in whole or in part, any of Our Intellectual Property; (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or (c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property. 14.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that: (a) you do not assert that you are the owner of Our Intellectual Property; (b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us; (c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and (d) you comply with all other terms of these Terms. 14.5 By using the Platform in conjunction with creating, submitting, posting, promoting, or displaying content, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Platform for our current and future business purposes, including to provide, promote, and improve the Platform. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Platform. 14.6 You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Platform. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws. 14.7 This clause will survive the termination or expiry of these Terms.

15. Warranties

15.1 You represent, warrant and agree that you will not: (a) violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct and content, while accessing or using the Platform; (b) use or attempt to use another user’s Account without authorisation from such user; (c) access the Platform from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Platform, unless you have our written permission first; (d) [distribute spam, including through sending or airdropping unwanted NFTs to other users;] (e) use the Platform – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Platform in any manner; (f) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorised by us to access the Platform, extract data, or otherwise interfere with or modify the rendering of Platform pages or functionality; (g) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Platform; (h) make any attempt to circumvent our fee systems; (i) use the Platform or data collected from the Platform for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing); (j) use the Platform for money laundering, terrorist financing, or other illicit finance; (k) use the Platform from a country sanctioned by the government of the United States or Australia or to facilitate transactions involving individuals sanctioned by the government of the United States or Australia or located in sanctioned countries; (l) use the Platform to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments; (m) use the Platform to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorisation, and/or any other illegally obtained items; (n) create or display illegal content, such as content that may involve child sexual exploitation; (o) create or display NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual; (p) use the Platform for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates these Terms. (q) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business; (r) there are no legal restrictions preventing you from entering into these Terms; (s) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; (t) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms; (u) where you are a Seller or Creator, you are responsible for complying with all laws, rules and regulations which apply to providing the goods and services in your NFT Listings or Subscription; and (v) where you are a Creator, you are solely responsible for determining the content you create and display including the type, timing, manner and means, methods or processes of providing your content, the price you charge for any Subscription. You are not our employee and are not entitled to any employment benefits. We do not supervise, direct or control any of the goods and services you offer. We do not set your fees, work hours, your schedule or your location. We do not provide you with training, equipment or tools or any materials to provide your goods and services. You are responsible for any taxes payable on any fee you receive for your goods and services.

16. Australian Consumer Law

16.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). 16.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms. 16.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis. 16.4 As a Member, the goods and services provided by a Seller or Creator may also confer on you certain rights under the ACL. 16.5 This clause will survive the termination or expiry of these Terms.

17. Exclusions to Liability

17.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with: (a) [the use or results of any Third Party ID Service or Identity Check;] (b) any use or application of the Platform by a person or entity other than you, or other than as reasonably contemplated by these Terms; (c) any aspect of the Member and Seller interaction including the sale of any NFT, the description of the goods and services requested or offered, any advice provided, the performance of services or supply and delivery of goods; (d) any interaction with Third-Party Websites, Third-Party Applications and Third-Party Materials; (e) the Platform being unavailable for whatever reason; and/or (f) any event outside of our reasonable control. 17.2 You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause and the Intellectual Property clause of these Terms. 17.3 This clause will survive the termination or expiry of these Terms.

18. Limitations on liability

18.1 To the maximum extent permitted by law: (a) neither Party will be liable for Consequential Loss; (b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel, including any failure by that party to mitigate its losses; and (c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the NFT Master Services to you or, in our sole discretion, to us repaying you the amount of the Membership Fees in the 12 months immediately prior to the act, event or omission giving rise to the Liability. 18.2 This clause will survive the termination or expiry of these Terms.

18.3 Termination

18.4 Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings. 18.5 We may terminate these Terms at any time by giving [30 days’ written] notice to you (Termination for Convenience). 18.6 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if: (a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within [10] Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or (b) the Defaulting Party is unable to pay its debts as they fall due. 18.7 Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach. 18.8 Upon expiry or termination of these Terms: (a) we will remove your access to the Platform; (b) we will immediately cease providing the NFT Master Services; (c) you agree that and to the maximum extent permitted by law, any payments made by you to us (including any Membership Fees and Service Fees) are not refundable to you; (d) where we terminate the Terms for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination. 18.9 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it. 18.10 This clause will survive the termination or expiry of these Terms.

19. Creator insurance

19.1 As a Creator, we may request that you provide evidence of your insurance. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the goods and services you choose to provide to Members. If we do not ask you to provide evidence of insurance this does not indicate that we believe you do not require insurance. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the insurance you require.

20. Notice regarding Apple

20.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform. 20.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform. 20.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility. 20.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. 20.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights. 20.6 You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service. 20.7 Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. 20.8 You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

21. General

21.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld). 21.2 Disputes: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Member and us, or a Creator and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute If you are an entity in Australia: If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If you are an entity outside of Australia: If the relevant Parties are unable to resolve the Dispute or agree on an alternate method to resolve the Dispute, the Dispute may be referred by either Party (by notice in writing to the other Party) to arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) rules. Once a Dispute has been referred to the ACICA, the Parties agree to be bound by the decision of the ACICA. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. The costs of the arbitration will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. 21.3 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter. 21.4 Governing law: This Agreement is governed by the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. 21.5 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email. 21.6 Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines. 21.7 Publicity: You agree that we may advertise or publicise the broad nature of our supply of the NFT Master Services to you, including on our website or in our promotional material. 21.8 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties. 21.9 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms. 21.10 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

22. Definitions

22.1 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. 22.2 Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing. 22.3 Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property. 22.4 Intellectual Property Breach means any breach by you (or any of your personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties). 22.5 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:
Email: [email protected]
Last update: 27 April 2022