Terms of Service
[Last updated 1 August, 2023]
TERMS OF SERVICE
These Terms of Service (the “Terms”) are a legal agreement between you, as a current or prospective user of Ramper’s services (“you”, “your” or “User”) and Ramper, Inc. (“Ramper”, “we”, “us”, or “our”) and govern your use of Ramper’s services, including the https://www.ramper.xyz/ website, and mobile websites or mobile applications related, linked, or otherwise connected thereto, including but not limited to the https://developer.ramper.xyz (the “Site”), along with Ramper’s non-custodial Wallet (the “Wallet Application”, collectively with the Site, the “Platform”). By accessing or using the Platform, you accept these Terms on behalf of yourself and any entity that you represent, and you represent and warrant that you have the right and authority to do so. If you do not agree with all of the provisions of these Terms, do not access, or use the Platform.
As part of the Platform, Ramper has developed tools which provides Users with the opportunity to create, list for sale, purchase, and collect digital assets known as non-fungible tokens (“NFTs”) that are associated with metadata, artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, or video or audio recordings and all intellectual property rights in the foregoing (collectively, “Metadata”). The NFTs and Metadata associated with NFTs available on the Platform are created by third-party artists (“Creators”). NFTs will be listed for sale periodically on the Platform (each such sale a “Drop”). The NFTs are generated through smart contracts created and initially recorded by the Creators on a blockchain network (the “Relevant Network”). Relevant Networks utilize open-source code and are operated by a group of independent node operators (“Node Operators”).
These Terms create a binding agreement that governs your access to, and use of the Platform, including without limitation, the receipt of the NFTs purchased on the Platform, your use of the other software and services provided in connection with such NFTs, and any additional digital or physical offerings that may be made available by Ramper in connection with such NFTs (collectively, the “Services”). Access to, and limited rights to view, display and use, the Metadata associated with an NFT are governed, were applicable, by user licenses set forth in these Terms or otherwise generated by the Creators (the “User License”) that must be affirmatively acknowledged prior to receiving an NFT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE AND THE USER LICENSE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. FOR FURTHER INFORMATION, SEE “DISPUTE RESOLUTION” BELOW.
These Terms constitute the entire agreement between you and us and govern your use of the Platform, superseding any prior agreements between you and us with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software and you will be subject to the terms of the User License. The laws of Saint Vincent and the Grenadines, other than its conflict-of-laws principles, govern these Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
Neither the Platform, nor any NFTs that may be purchased on the Platform are intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, use of the Services may be limited or restricted. See “Restrictions” below for details.
The Platform is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Platform.
Use of Smart-Contracts; Intangible Property. The NFTs available on the Platform are digital assets created through the use of smart contracts, executable computer code initially maintained on the Relevant Network (“Smart Contracts”). NFTs are owned by controlling a private key associated with a public address on the Relevant Network and will continue to exist as long as the Node Operators from time to time maintain the Relevant Network (or the NFT has been recorded on another blockchain network). This means that all NFTs are outside of the control of any one party, including Ramper, and any single Node Operator. NFTs are nevertheless subject to many risks and uncertainties. In addition, the Metadata, which is the related visual, audio, or other work associated with an NFT, may or may not be separately maintained by the Creators. Unless expressly indicated on the Platform or User License, purchase of an NFT will not entitle you to possession of, or any rights in, any physical artwork or other physical item, even if a physical artwork or other item from which the Metadata was derived exists.
- 2.NFT CREATION AND LISTING
IF YOU ARE USING THE SERVICE TO CREATE, LIST, SELL, OR OTHERWISE DISTRIBUTE NFTS AND/OR COLLECTIONS VIA THE SERVICES, THEN YOU ARE A “CREATOR”.
Register. To participate in NFTs listing, you will first need to register an Account on the Platform via link https://developer.ramper.xyz (“Developer Dashboard”). To register you will be required to provide certain “know your customer” and “anti-money laundering” information, at the discretion of Ramper, and be authenticated by clicking on a link sent to the email address provided. The registration process is administered by a third-party service provider and is subject to review and approval by Ramper. Our Services will be restricted until your Account is verified.
If you authorize any individual to act on your behalf as a Creator (an "Authorized Representative"), you hereby agree that all actions taken by such Authorized Representative will be final and binding upon you. You further agree to ensure that your Authorized Representative will abide by this Terms.
Listing NFTs. Once your Account is verify, you can create your NFT collection (“Collection”) on the Developer Dashboard. A Ramper link may be created to begin your NFT Drops.
NFT Content. As between Ramper and you, you shall continue to exclusively own all right, title and interest in and to the Metadata embodied in the NFTs, creative assets you provide to Ramper, and your name, logos and trademarks, and all intellectual property rights in the foregoing (collectively, the “NFT Content”). Notwithstanding the foregoing, you grant to Ramper a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, license, with the right to sublicense through multiple tiers, to use NFT Content for the purpose of performing Ramper’ obligations under these Terms, including hosting the NFT Content and listing the sale of the NFTs, and providing the Services to you.
You represent and warrant that (i) you have the full right, power and authority to grant the rights granted or agreed to be granted hereunder, including, but not limited to, fully cleared permissions, consents, rights and licenses to the NFT Content in these Terms; (ii) the NFT Content, the NFTs, and the listing and sale contemplated by these Terms, complies with all, and do not and will not violate any applicable law, statute, rule, or regulation, will perform in accordance with the intended specifications and without material error, and will be delivered free and clear of any claims, liens or rights of third parties; (iii) the NFT Content does not and will not infringe any intellectual property rights of any third party or any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party; (iv) you will fulfill your obligations under any terms with a Purchaser of the NFTs, as applicable; (v) any advertising or promotion of the NFTs by you or on your behalf will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws and will not suggest a likely increase in value of the NFTs; and (vi) you will not use the proceeds retained from sales of the NFT, whether through the Platform or any other platform for capital raising purposes.
Although we are not required to monitor any NFT Content, we may, in our sole discretion, remove NFT Content at any time and for any reason without notice. Ramper may monitor NFT Content to detect and prevent fraudulent activity or violation of our Terms.
License. You hereby grant Ramper the right to use your name, logo and image for marketing or promotional purposes. You further agree that we may use or modify images from your NFT Content for marketing or promotional purposes. You also agree that we can use your biography and other public information about you to promote your NFT Content.
User Dispute. Although the terms of sale for an NFT are displayed on the Platform, all such terms are determined by the Purchasers and Creat and the sale and purchase of NFTs are subject to such (e.g., with respect to the use of the NFT Content, or benefits associated with a given NFT) (“Purchase Terms”), including, but not limited to, the price to be paid for such NFT. Ramper is not a party to any such Purchase Terms, which are solely between the Purchaser and the Creator and is not responsible for ensuring compliance with such terms or mediating or resolving any disputes with respect to such Purchase Terms, including, but not limited to, any disputes arising out of or related to the authenticity of the NFT or any intellectual property rights associated with such NFT. The Purchaser and the Creator are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms, and for resolving any disputes arising from any breach of any Purchase Terms. The Creator must comply with and fulfill the Purchase Terms with respect to any NFTs that it sells. The Creator to resolve any disputes directly with the Purchaser within five business days of the Purchaser making first contact with the Creator. If the Creator’s contact information is not available to the Purchaser, the Creator agrees that Ramper is authorized to provide the Creator’s contact information (including without limited to email address) to the Purchaser.
- 3.NFT PURCHASES
IF YOU ARE USING THE SERVICES TO PURCHASE NFTS, THEN YOU ARE A “PURCHASER”.
Register. To participate in Drops and purchase NFTs you will first need to register on the Platform. To register you will be required to provide an email address, along with certain “know your customer” and “anti-money laundering” information, at the discretion of Ramper, and be authenticated by clicking on a link sent to the email address provided. The registration process is administered by a third-party service provider and is subject to review and approval by Ramper.
Connecting a Wallet. To purchase NFTs on the Platform, you will need to use a supported third-party wallet application (a “Wallet”) which will enable you to purchase and store NFTs, or Ramper’s own Wallet Application. The Wallet Application enables users to (i) self custody digital assets; (ii) access a digital asset browser and link to decentralized applications and decentralized exchanges (“Dapp(s)”); (iii) view addresses and information that are part of digital asset networks and broadcast transactions; and (iv) additional functionality as Ramper may add to the Wallet Application from time to time (collectively the “Wallet Services”). You may use the Wallet or Wallet Application to receive purchased NFTs. Support for additional Wallets will be forthcoming and these Terms will be updated as necessary going forward.
You agree that you won’t disclose your Wallet Application credentials to anyone and you’ll notify us immediately of any unauthorized use of your Wallet Application. You’re responsible for all activities that occur under your Wallet Application, or are otherwise referable to your Wallet Application credentials, whether or not you know about them. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these terms.
You are solely responsible for the retention and security of your [twelve word] recovery phrase (“Recovery Phrase”). Your Recovery Phrase is the only way to access the NFTs. Anyone that has access to your Recovery Phrase can access your NFTs. If you lose your Recovery Phrase, you will not be able to access your Wallet Application. You acknowledge that Ramper does not store and is not responsible in any way for the security of your Recovery Phrase and you agree to hold Ramper harmless and that Ramper shall not be liable in any way in the event you lose your Recovery Phrase and cannot access your NFTs.
Purchasing NFTs Generally. The Platform allows you to purchase NFTs. NFTs will be initially sold via the Platform, and you may purchase NFTs directly from us using a credit card, debit card, or certain digital assets for payment. Any payments or financial or other transactions, including transfers of NFTs from one public address on the Relevant Network to another address on the Relevant Network, that you engage in via the Platform will be conducted either through our payment processor partners (in the case of financial transactions), or on the Relevant Network (in the case of transfers of NFTs), subject to the terms below. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions once made. Payments for NFTs processed through third party partners will be subject to separate terms and conditions, if any, associated with the use of those third party services. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Relevant Network.
Obligations. Other than our obligations set out in these Terms, you agree that we:
- are not liable to you for the accuracy of any information posted on the Platform by a Creator, or any failure by a Creator to comply with any legal obligations;
- have not made, and do not make any representation, guarantee, or warranty that any NFT will meet your requirements or expectations;
- are not liable or responsible for any increase or decrease in value of any NFT;
- have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any NFT, including whether the value of the NFT will increase or decrease in the future; and
- will not be responsible for the negligence or misconduct of other Users or Creators.
By accessing the Platform, you acknowledge that the prices of collectible assets in general and NFTs in particular are volatile and subjective, and that we cannot guarantee that any NFTs purchases through the Platform will retain any value, which may depend on a number of inherently subjective factors beyond our or their control, including the desirability of a particular NFT.
- 4.FEE PROCEEDS
Transaction Fees. Every transaction executed through the Platform requires the payment of a transaction fee on the Relevant Network payable in the native digital asset of the Relevant Network, as well as traditional payment processing fees, including fees to be paid as part of the Services which we make available to you (each, a “Transaction Fee”). Except as otherwise expressly set forth in these Terms, the Purchaser will be solely responsible to pay any Transaction Fee for any transaction that you initiate through the Platform.
Your Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with transactions executed by you through the Platform. Except for income taxes levied on us, you will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction.
Non-refund. All purchases of NFTs made through the Services are final and non-refundable. Once a transaction is completed, the Purchaser acknowledges and accepts that no refunds, returns, or exchanges will be granted for any reason, except as expressly required by applicable law. The Purchaser understands and agrees that the NFTs available on the Platform are unique digital assets, and their purchase represents a transfer of ownership or proof of authenticity. The marketplace shall not be held responsible or liable for any dissatisfaction with the NFTs acquired, including their quality, condition, or value. By engaging in any transactions on the Platform, the Purchasers expressly acknowledges and accepts the non-refundable nature of their purchases. For avoidance of doubt, We will issue a refund to You if the transaction is not completed on chain due to a technical issue on the Platform. Notwithstanding, We will not be liable for refunds if the technical issue is on your side, such as if your wallet is not compatible with our Platform.
Assumption of Risk. You acknowledge and agree as follows: (i) there are risks associated with blockchain-based assets like the NFTs, including, but not limited to, the volatility of price and the absence of liquidity (the ability to resell), the risk of loss of your NFT as a result of faulty hardware, software, including the Wallet Application, and Internet connections and/or failures; the risk of the introduction malicious software; the risk that third parties may obtain unauthorized access to information stored within the wallet holding your NFT; and the risk of loss of your NFT due to loss of private key(s), custodial error, or purchaser error, and we will not be responsible for any of these, however caused; (ii) we do not make any representations, warranties, promises or guarantees, express or implied, about the availability of any NFTs or NFT Content on the Internet; (iii) upgrades to the Platform, or the Relevant Network, a hard fork in the Relevant Network, a failure or cessation of the Relevant Network, or a change in how transactions are confirmed on the Relevant Network all may have unintended, adverse effects on the NFTs; (iv) the NFTs (including the NFT Content) are made available solely for collection and entertainment purposes; (v) we do not make any representations, warranties, promises or guarantees, express or implied, related to any third parties you interact with or their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (vi) there also exists: (a) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (b) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, or unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of any NFT; and (c) the risks related to taxation. In addition to assuming all of the above risks, you acknowledge that we cannot and do not represent or warrant that any NFT, or its supporting systems or technology, including the Wallet Application, is reliable, current, or error-free, meets your requirements, or that defects in any NFT, or its supporting systems or technology, including the Wallet Application, will be corrected. We cannot and do not represent or warrant that any NFT or the delivery mechanism for it are free of viruses or other harmful components. Transactions in NFTs are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any NFT. If the Metadata associated with an NFT is no longer maintained at the storage location indicated in the resource locator contained in the NFT, the market value of such NFT may be reduced or eliminated entirely.
- 5.INTELLECTUAL PROPERTY RIGHTS
Creator Rights. The Creator owns all legal right, title, and interest in all intellectual property rights of the content underlying the NFT Content and any content specific to a Collection (“Collection Content”), including but not limited to copyrights and trademarks in the NFT Content and Collection Content, unless the Creator expressly transfers any such right, title or interest to a Purchaser or other third party. As the copyright owner, the Creator has the right to reproduce, prepare derivatives of, distribute, and display or perform the NFT Content and Collection Content.
The Creator hereby acknowledges, understands, and agrees that selling such NFTs on the Platform constitutes an express representation, warranty, and covenant that the Creator (a) has not sold, tokenized or created another cryptographic token, (b) will not, and will not cause another to, sell, tokenize, or create another cryptographic token, in each case representing a digital collectible for the same NFT Content underlying such NFT, and (c) will not make any erroneous or misleading statements regarding any NFT, NFT Content, Collections or Collection Content (including in connection with any sales thereof).
By launching any NFT on the Platform, the Creator hereby expressly and affirmatively grants to the Purchaser and, to the extent applicable, any subsequent Purchaser in a secondary sale a license pursuant to the paragraph below, unless the Creator expressly grants different rights to the Purchaser.
User License. The Purchaser receives the NFT representing the Creator’s NFT Content as a piece of property, but does not own the NFT Content itself or any intellectual property rights therein. The Purchaser may display and share the NFT Content, but the Purchaser does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the NFT Content, except the limited license to the NFT Content granted by these Terms.
Upon legally collecting and obtaining ownership of any NFT launched on the Platform, unless the Creator expressly grants different rights to the Purchaser, the Purchaser receives from the Creator of such NFT a limited, worldwide, non-assignable and non-transferable (except as expressly set forth below), non-sublicensable, royalty-free license to display the NFT Content underlying such NFT solely for the Purchaser’s non-commercial purposes, including the right to display such NFT Content privately or publicly: (i) for the purpose of promoting or sharing the Purchaser’s purchase of, ownership of, or interest in such NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such NFT Content; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Purchaser License”). Upon any sale or transfer of the NFT to another purchaser, (a) the foregoing license will automatically transfer to such other purchaser, and such other purchaser will be deemed the “Purchaser” (for purposes of such NFT and the Purchaser License to the underlying NFT Content) and will be subject to these Terms and (b) the seller or transferor of such NFT will cease to have any further rights to such NFT Content.
While the Purchaser has the right to sell, trade, transfer, or use their NFT, the Purchaser may not make commercial use of the NFT or its underlying NFT Content, unless the Creator expressly grants such rights separately to the Purchaser.
If a Purchaser sells, trades or transfers its NFT to a subsequent Purchaser, regardless of whether on or off the Platform, such Purchaser represents and warrants that it will (i) notify the subsequent Purchaser of these Terms and (ii) require the subsequent Purchaser to comply with these Terms.
The Purchaser agrees that it will not, and will not permit any third party to, do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the NFT Content which would be prejudicial to the Creator’s honor or reputation; (ii) use the NFT or underlying NFT Content to advertise, market, or sell any third party product or service; (iii) use the NFT or underlying NFT Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the NFT or underlying NFT Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for Purchaser’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the NFT or underlying NFT Content; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT or underlying NFT Content; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same NFT or underlying NFT Content, whether on or off of the Platform; (viii) falsify, misrepresent, or conceal the authorship of the NFT or underlying NFT Content; or (ix) otherwise utilize any NFT Content or, except as expressly permitted under these Terms, the NFT for the Purchaser’s or any third party’s commercial benefit. Purchaser agrees that it receives no rights to any Collection Content and will not use, copy, distribute or otherwise exploit the Collection Content in any manner.
Purchaser irrevocably releases, acquits, and forever discharges Ramper and its affiliates and it and their officers and successors of any liability for direct or indirect copyright or trademark infringement for Ramper’s use of any NFT or underlying NFT Content, or any Collection Content, in accordance with these Terms.
NFT on the Platform that was minted on or by a third party platform or service (“Non-Ramper NFT”) and the intellectual property rights of the content underlying such Non-Ramper NFT (“Non-Ramper Content”) may be subject to separate license or other terms granted in connection with the initial sale of such Non-Ramper Artwork (“Non-Ramper Terms”), in which case those Non-Ramper Terms will govern in connection with such content and materials, provided that in the event of any conflict between the Non-Ramper Terms and these Terms that are not specific to a Purchaser’s rights to use or otherwise exploit the Non-Ramper Content, these Terms shall govern and control as between you and Ramper. Subject to the foregoing, if you purchase any Non-Ramper Artwork, you agree to comply with the Non-Ramper Terms.
Platform Content. Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other applicable intellectual property rights and unfair competition laws , international copyright laws, and international conventions. The Content and the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content, and the Marks.
Third Party Content. Under no circumstances will we be liable in any way for any Metadata or other content or materials of any third parties (including Creators), including, but not limited to, (i) for any errors or omissions in any content, or (ii) for infringement or violation of intellectual property or other rights in relation to such content or materials, or (iii) for any promises, purported promises, or commitments made by other Users, or (iv) for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen Creator-generated content, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, we and our designees will have the right to remove any content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable.
- 6.USER REPRESENTATIONS
By using the Platform, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms ; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Platform for any illegal or unauthorized purpose; and (5) your use of the Platform will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
- 7.PROHIBITED ACTIVITIES
You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a User of the Platform, you agree not to:
- 1.Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- 2.Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
- 3.Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
- 4.Use any information obtained from the Platform in order to harass, abuse, or harm another person.
- 5.Make improper use of our support services or submit false reports of abuse or misconduct.
- 6.Violate any applicable local, state, national, or international law, or any regulations having the force of law, including but not limited to regulations promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity.
- 7.Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
- 8.Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- 9.Delete the copyright or other proprietary rights notice from any Content.
- 10.Interfere with, disrupt, or create an undue burden on the Platform, or the networks or services connected to the Platform.
- 11.Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you.
- 12.Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
- 14.Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
- 15.Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
- 16.Use a buying agent or purchasing agent to make purchases on the Platform.
- 17.Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
- 18.Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.
- 19.Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any criminal or fraudulent activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services).
- 20.Post, upload, publish, submit or transmit any content (which may include NFT Content): (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- 21.Create or list counterfeit items (including any NFTs).
- 22.Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- 23.Access or use the Platform to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
- 24.Access or use the Platform to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give Creators, Purchasers, or Users rights to participate in an ICO or any securities offering, or assets that entitle Creators, Purchasers, or Users to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts, provided that the foregoing will not restrict the legal use of any proceeds resulting from your permitted use of the Platform.
- 25.Access or use the Platform for the purpose of creating a product or service that is competitive with any of our Services.
Notwithstanding the foregoing, we may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any Third-Party Websites. Such suspension or termination shall not be constituted a breach of these Terms by Ramper. In accordance with our anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
- 6.THIRD-PARTY WEBSITE AND CONTENT
The Platform may contain (or you may be sent via the Platform) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
- 7.PLATFORM MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
- 8.MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Platform. We also reserve the right to modify or discontinue all or part of the Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform.
We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.
- 10.TERM AND TERMINATION
These Terms shall remain in full force and effect while you use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority, or (ii) a national or resident of any country subject to a comprehensive sanctions program implemented by the United States. You will not be permitted to receive an NFT from us if we learn that such action would be in breach of Export Control and Sanctions Laws.
- 12.COPYRIGHT COMPLAINTS
We respect the intellectual property of others, and we ask our Users to do the same. If you believe that any NFT Content associated with an NFT available on this Platform or that any other Creator Content copies your work in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.
We will process and investigate notices of alleged infringement and will take appropriate actions with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to the Ramper Copyright Agent see below :
Ramper Labs, LLC.
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it on the Platform;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Upon receipt of such an effective notification, we will remove the infringing material from the Platform. However, if the infringing material consists of all or a portion of the Metadata associated with one or more NFTs, then although we may be able to remove the infringing material from the Platform (which we control), it may not be possible for us to remove the infringing material from the storage location indicated in the resource locator contained in the NFT if another party has caused the infringing material to be replicated or “pinned” through one or more decentralized data storage platforms, including IPFS.
- 13.DISPUTE RESOLUTION
Pre-Arbitration Dispute Resolution. We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [[email protected]]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (a “Notice”). The Notice to us should be sent to Ramper by emailing at [[email protected]] (the “Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If such a claim is not resolved within sixty (60) calendar days after the Notice is received by us, an arbitration proceeding may be commenced. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.
Arbitration Agreement and Procedures. You agree that if the Parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Singapore International Arbitration Centre (“SIAC”) to be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Singapore. You and Fin Wallet agree that Disputes will be held in accordance with the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable SIAC Rules or applicable law, the arbitration will take place in Singapore. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the court located in Singapore.
In no event shall any dispute brought by either Party related in any way to the Platform be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions. The Parties agree that any arbitration shall be limited to the dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration. The Parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
THE PLATFORM, THE NFTS AND ANY NFT CONTENT IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM, ANY NFT AND THE NFT CONTENT, AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM, THE NFTS, THE METADATA, THE NFT CONTENT, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS UNDER THESE TERMS TO THE EXTENT CAUSED BY AN EVENT THAT IS BEYOND OUR REASONABLE CONTROL.
WE MAKE NO WARRANTY THAT (I) THE PLATFORM, ANY NFT, ANY METADATA OR ANY NFT CONTENT WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM OR USE OF ANY NFT, ANY METADATA OR NFT CONTENT WITHIN THE NFT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, ANY NFT, ANY METADATA OR ANY NFT CONTENT WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY NFT, ANY METADATA, ANY NFT CONTENT OR ANY PRODUCTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
- 15.LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, LOSS OF CRYPTOCURRENCY OR OTHER DIGITAL ASSETS, INCLUDING NFTS, LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR RECOVERY PHRASE, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE RELEVANT NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF THE NFTS OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE RELEVANT NETWORK. OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. RAMPER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE PLATFORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE USE OF SERVICES IN THE LAST THREE (3) MONTHS, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Ramper, and our affiliates, officers, directors, agents, partners and employees (individually and collectively, the “Ramper Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your use of misuse of the Platform, Services, any NFT, any Metadata or NFT Content; (b) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or applicable law, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or willful misconduct. You agree to promptly notify Ramper Parties of any third-party Claims, cooperate with Ramper Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Ramper Parties will have control of the defense or settlement, at Ramper’ sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ramper.
If Ramper is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under this Section, you agree to reimburse Ramper its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.
- 17.USER DATA
We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
- 18.ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
Governing Law. These Terms and your use of the Platform are governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law principles.
No Professional Advice. Any information provided by or on behalf of us, or by any User, through the Platform (including these Terms) is for informational purposes only and should not be construed as professional, accounting, tax, or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or on any information provided by or on behalf of us or any User through the Platform. Before you make any decision to purchase or sell any NFT, you should consider seeking independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
No Waivers. No failure or delay on our part in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. We shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of us, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
Entire Agreement. These Terms and any policies or operating rules posted by us on the Platform or in respect to the Platform constitute the entire agreement and understanding between you and us.
Assignment. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
Severability. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
Relationship of the Parties. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Platform.
You agree that these Terms will not be construed against us by virtue of having drafted them.