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T&C

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Terms of Use

TOKND is an online marketplace ("TOKND") that provides users with the opportunity to purchase digital blockchain commemorative tickets and individual non-fungible tokens (“NFTs”).

Before you use TOKND, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these "Terms").

Please read these terms carefully before using the TOKND storefront or purchasing any NFT (as defined below in these terms). These terms govern your use of the TOKND storefront and your purchase of any NFT.  We are only willing to make the TOKND storefront and NFTs available to you if you accept all terms.  

By using the TOKND storefront or any part of it, purchasing an NFT or clicking “I ACCEPT” below or indicating your acceptance in an adjoining box, you are confirming that you understand and agree to be bound by these terms in conformity with the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA).  As such, you are agreeing to be contractually bound the terms and conditions set forth herein as they currently exist and as they are modified during the operational life of our platform (see Last Updated Date” as referenced below and on our site).

If you are accepting these terms of behalf of a company or other legal entity, you represent that you have the legal authority to accept these terms on that entity’s behalf, in which case “you” will mean that entity.  If you do not have such authority, or if you do not accept all of these terms, then you are unwilling to make the TOKND storefront or any NFTs available to you. If you do not agree to these terms, you may not access or use the TOKND storefront or purchase any NFTs.

This agreement contains an arbitration provision (see section 15 below). Please review the arbitration provision carefully, since it affects your rights. By using the TOKND storefront or any part of it, purchasing an NFT on the TOKND storefront, or by clicking “i accept” below or indicating your acceptance in an adjoining box, you understand and agree to be bound by the arbitration provision.

Any purchase or sale you make, accept or facilitate outside of this TOKND storefront of an NFT will be entirely at your risk. We do not control or endorse purchases or sales of NFTs outside of this TOKND storefront, or any subsequent sales of any NFT you purchase from this TOKND storefront. You acknowledge and agree that TOKND will not have any liability for any losses or damages you may incur by transacting, or facilitating transactions, outside of this TOKND storefront, and that any such transactions are entirely at your own risk.

Any changes to these Terms will be in effect as of the “Last Updated Date” referred to at the beginning of these Terms. Your continued use of this TOKND storefront after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.  By using this TOKND storefront, you represent and warrant that you are of legal age to enter into these Terms, and you accept and are bound by these Terms. If you are using this TOKND storefront on behalf of an organization or company, you represent and warrant that you have the legal authority to bind such organization or company to these Terms. You must not use this TOKND storefront if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using this TOKND storefront or any of this TOKND storefront's contents, products or services by applicable law.

 

1. USE OF THE TOKND STOREFRONT; ACCOUNT SET-UP AND SECURITY


(i) Account Registration and Wallet Set Up. You must provide accurate and complete registration information when you create an account for the TOKND storefront. You agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right reclaim usernames without liability to you.

(ii) Account Transactions. Each digital blockchain commemorative ticket is a Non-Fungible Token (an “NFT”) on the Flow™ blockchain network (the “Flow Network”). You will need to use a Flow Network supported electronic wallet, which will enable you to purchase and store NFTs that you collect or purchase via the TOKND storefront. You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the TOKND storefront are managed and confirmed via the Flow Network. You understand that your Flow Network public address will be made publicly visible whenever you engage in a transaction on the TOKND storefront.

(iii) Account Security. You are responsible for the security of your account for the TOKND storefront and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at sales@TOKND.store.

 

2. PURCHASING NFTS


(i) NFTs. The TOKND storefront allows you to purchase and collect NFTs on the Flow Network. NFTs are comprised commemorative tickets that are proprietary to TOKND. Each NFT has a defined set of attributes - including resolution and scarcity - which help determine the value of the NFT. The value of each NFT is inherently subjective, in the same way the value of other collectibles is inherently subjective. Each NFT has no inherent or intrinsic value and TOKND makes no representations or warranties that the NFTs will retain or increase in value.

 

(ii) Purchasing NFTs. You can purchase NFTs by buying NFTs on the TOKND storefront. There are different types of NFTs available for purchase on the TOKND storefront, and we reserve the right to modify the types, prices and numbers of NFTs available at our discretion. Depending on the type of NFT you buy, you will collect NFTs of varying levels of scarcity. At purchase, you will know the NFT image, number of NFTs minted, but not know the specific NFT serial number (e.g., 1 of n). If you decide to purchase NFTs in any other way, you understand that such purchases will be entirely at your sole risk.

 

3. PAYMENT, PROCESSING FEES, AND TAXES


(i) Financial Transactions on TOKND storefront. Any payments or financial transactions that you engage in via the TOKND storefront will be conducted by Simplex (not affiliated with TOKND). The blockchain transaction will be conducted solely via the Flow Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. 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 TOKND storefront, or any other payment or transactions that you conduct via the Flow Network. We do not provide refunds for any purchases that you might make on or through the TOKND storefront - whether for NFTs, Packs, or anything else.

 

(ii) Processing Fees. Every transaction on the TOKND storefront requires the payment of a transaction fee (each, a “Processing Fee”). The Processing Fees include payment processing fees, and may include “gas fees” that fund the network of computers that run the decentralized Flow Network. This means that you will need to pay a Processing Fee for each transaction that you initiate via the TOKND storefront. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Processing Fee for any transaction that you instigate via the TOKND storefront.

(iii) 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, the “Taxes”) associated with your use of the TOKND storefront. Except for income taxes levied on us, you: (a) 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; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Processing Fees) made to us pursuant to these Terms. To allow us to determine our tax obligations, unless you otherwise notify us in writing, you confirm that you are not a resident in Canada nor are you registered for Goods and services tax / Harmonized sales tax (GST / HST) or Provincial sales taxes (PST) in Canada, and will inform us if your status changes in the future.

 

4. OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS YOUR OWNERSHIP OF NFTS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH NFTS FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY PROHIBITED ACTIVITIES (AS DEFINED BELOW).


For the purposes of this Section 4, the following terms will have the following meanings:

 

“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Flow Network.      
“Purchased NFT” means an NFT that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

(i) Ownership of NFT. Because each NFT is on the Flow Network, when you purchase an NFT in accordance with these Terms (and not through any of the Prohibited Activities), you own the underlying NFT. This means that you have the right to swap your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Flow Network.

(ii) We Own the TOKND storefront. You acknowledge and agree that we (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the TOKND storefront, and all intellectual property rights therein (including, without limitation, all Imagery, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the TOKND storefront (collectively, the “TOKND storefront materials”)). You acknowledge that the TOKND storefront materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All TOKND storefront materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the TOKND storefront or otherwise contained in the TOKND storefront materials are proprietary to us or our licensors.

(iii) No User License or Ownership of TOKND storefront materials. Except as expressly set forth herein, your use of the TOKND storefront does not grant you ownership of or any other rights with respect to any content, code, data, or other TOKND storefront materials that you may access on or through the TOKND storefront. We reserve all rights in and to the TOKND storefront materials that are not expressly granted to you in these Terms.

(iv) Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree that: (a) your purchase of an NFT, whether via the TOKND storefront or otherwise, does not give you any rights or licenses in or to the TOKND storefront materials (including, without limitation, our copyright in and to the associated Imagery) other than those expressly contained in these Terms; (b) you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the TOKND storefront materials (including, without limitation, any Imagery) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) you will not apply for, register, or otherwise use or attempt to use any of our copyrights, patents, trademarks or service marks, or any confusingly similar marks, or any other intellectual property rights of TOKND or its licensors anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

You understand and agree that, except for your ownership of a purchased NFT, TOKND retains all right, title and interest in and to all copyrights and other intellectual property associated with the Imagery of the subject NFT, and TOKND retains unlimited rights to use, modify, create derivatives, sell, license or otherwise exploit its copyrights and other intellectual property associated with the Imagery of the subject NFT.

(v) User License to Imagery. Subject to your continued compliance with these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Imagery for your Purchased NFTs, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Purchased NFTs, provided that the marketplace cryptographically verifies each NFT owner's rights to display the Imagery for their Purchased NFT to ensure that only the actual owner can display the Imagery; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased NFT, provided that the website/application cryptographically verifies each NFT's owner's rights to display the Imagery for their Purchased NFT to ensure that only the actual owner can display the Imagery, and provided that the Imagery is no longer visible once the owner of the Purchased NFT leaves the website/application.

(vi) Restrictions on Ownership. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors') express prior written consent in each case: (a) modify the Imagery for your Purchased NFT in any way, including, without limitation, the shapes, designs, attributes, or color schemes; (b) use the Imagery for your Purchased NFT to advertise, market, or sell any third party product or service; (c) use the Imagery for your Purchased NFT 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; (d) use the Imagery for your Purchased NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Imagery for your Purchased NFT; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Imagery for your Purchased NFT; or (g) otherwise utilize the Imagery for your Purchased NFT for your or any third party's commercial benefit. You also agree to make any subsequent purchaser of the Purchased NFT aware of these Terms, and that any subsequent purchaser shall be bound by these Terms.

(vii) Third Party IP. If the Imagery associated with your Purchased NFT contains Third Party IP (e.g., licensed intellectual property from TOKND or a TOKND licensor), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Imagery, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Imagery; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 4.

(viii) Other Terms of License. The license granted in Section 4(v) above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 4(v) will immediately expire with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Imagery for that NFT. The restrictions in Sections 4(vii) and 4(viii) will survive the expiration or termination of these Terms. You also agree to make any subsequent purchaser of the Purchased NFT aware of these Terms, and that any subsequent purchaser shall be bound by these Terms.

(ix) User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the TOKND storefront, including without limitation about how to improve the TOKND storefront (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

 

5. CONDITIONS OF USE AND PROHIBITED ACTIVITIES


YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE TOKND STOREFRONT, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE TOKND STOREFRONT ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

 

(i) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the TOKND storefront will not (and will not allow any third party to) in any manner involve:      
(1) the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;      
(2) the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;      
(3) the uploading, posting, transmitting or otherwise making available through the TOKND storefront any content that infringes the intellectual proprietary rights of any party;      
(4) using the TOKND storefront to violate the legal rights (such as rights of privacy and publicity) of others;      
(5) engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);      
(6) interfering with other users' enjoyment of the TOKND storefront;      
(7) exploiting the TOKND storefront for any unauthorized commercial purpose;      
(8) modifying, adapting, translating, or reverse engineering any portion of the TOKND storefront;      
(9) removing any copyright, trademark or other proprietary rights notices contained in or on the TOKND storefront or any part of it;      
(10) reformatting or framing any portion of the TOKND storefront;      
(11) displaying any content on the TOKND storefront that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;      
(12) using any spider, site search/retrieval application, or other device to retrieve or index any portion of the TOKND storefront or the content posted on the TOKND storefront, or to collect information about its users for any unauthorized purpose;      
(13) accessing or using the TOKND storefront for the purpose of creating a product or service that is competitive with any of our products or services;      
(14) abusing, harassing, or threatening another user of the TOKND storefront or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or      
(15) using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the TOKND storefront or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers.

The prohibited activities described in this subsection (a) are referred to in these Terms as “TOKND Use Prohibited Activities”  (b) You further warrant and agree that your use of the TOKND storefront will not (and will not allow any third party to) in any manner involve in any manner:      
(1) creating user accounts by automated means or under false or fraudulent pretenses;      
(2) the impersonation of another person (via the use of an email address or otherwise);      
(3) using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);      
(4) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the TOKND storefront (including, without limitation, purchases of Packs, or of NFTs on the Marketplace);      
(5) involve acquiring NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else); or      
(6) the purchasing, selling or facilitating the purchase and sale of any user's account(s) to other users or third parties for cash or cryptocurrency consideration outside of the TOKND storefront; or      
(7) involve or result in the wrongful seizure or receipt of any NFTs or other digital assets (each, a “Transactional Prohibited Activity” and, together with TOKND storefront; Use Prohibited Activity, the “Prohibited Activities”).      
(ii) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your NFTs' images and descriptions from the TOKND storefront. If we delete your NFTs' images and descriptions from the TOKND storefront, such deletion will not affect your ownership rights in any NFTs that you already Own, but you will not receive a refund of any amounts you paid for those NFTs.

NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE TRANSACTIONAL PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR NFTS' IMAGES AND DESCRIPTIONS FROM THE TOKND STOREFRONT, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY NFTS THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

 

6. TERMINATION


(i) You Terminate. You may terminate these Terms at any time by cancelling your account on the TOKND storefront and discontinuing your access to and use of the TOKND storefront. If you cancel your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the TOKND storefront - whether for NFTs or anything else.

 

(ii) We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the TOKND storefront without the provision of prior notice. You agree that any suspension or termination of your access to the TOKND storefront may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.

(iii) Other Remedies Available. If we terminate these Terms or suspend or terminate your access to or use of the TOKND storefront due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

(iv) Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the TOKND storefront. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the TOKND storefront.

(v) Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the TOKND storefront or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1 and 3 through 17 will survive the termination or expiration of these Terms for any reason.

YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

 

7. DISCLAIMERS


YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE TOKND STOREFRONT IS AT YOUR SOLE RISK, AND THAT THE TOKND STOREFRONT AND ALL NFTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE TOKND STOREFRONT AND ANY PART OF IT AND ALL NFTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE TOKND STOREFRONT WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE TOKND STOREFRONT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE TOKND STOREFRONT WILL BE ACCURATE; (IV) THE TOKND STOREFRONT OR ANY NFTS, CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE TOKND STOREFRONT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE TOKND STOREFRONT WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE FLOW NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET.

NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE FLOW NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE FLOW NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS OR TRANSACTIONS OCCURING ON THE FLOW NETWORK.

WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE FLOW NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE FLOW NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT

 

8. LIMITATION OF LIABILITY


YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE TOKND STOREFRONT OR ANY NFT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE LESSER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE ONE (1) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE OR $1,000 USD.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE TOKND STOREFRONT AND THE NFTS AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE TOKND STOREFRONT OR THE NFTS TO YOU WITHOUT THESE LIMITATIONS.

 

9. ASSUMPTION OF RISK


(i) Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot guarantee that any NFTs purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the TOKND storefront may materially impact the value and desirability of any particular NFT.

 

(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the TOKND storefront.

(iii) Use of Blockchain. The TOKND storefront does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the TOKND storefront's supporting blockchain in the Flow Network. Any transfer of NFTs occurs within the supporting blockchain in the Flow Network, and not on the TOKND storefront.      
(iv) Inherent Risks with Internet Currency. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Flow Network, however caused.

(v) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the TOKND storefront, and therefore the potential utility or value of your NFTs.

(vi) Software Risks. Upgrades to the Flow Network, a hard fork in the Flow Network, or a change in how transactions are confirmed on the Flow Network may have unintended, adverse effects on all blockchains using the Flow Network's NFT standard, including the TOKND storefront.

 

10. INDEMNIFICATION


You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the TOKND storefront or any NFT; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the TOKND storefront or any NFT. You agree that we will have control of the defense or settlement of any such claims.

 

 

11. EXTERNAL SITES


The TOKND storefront may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

 

 

12. FORCE MAJEURE


We will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control. If we suffer a Force Majeure Event, we will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.

 

 

13. CHANGES TO THE TOKND STOREFRONT


We are constantly innovating the TOKND storefront to help provide the best possible experience. You acknowledge and agree that the form and nature of the TOKND storefront, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the TOKND storefront at any time without notice.

 

 

14. CHILDREN


You affirm that you are over the age of 18. The TOKND storefront is not intended for children under 18. If you are under the age of 18, you may not use the TOKND storefront. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Other countries may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your country, you may not use the TOKND storefront.

 

 

15. PRIVACY POLICY


Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

 

 

16. DISPUTE RESOLUTION; BINDING ARBITRATION


YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

 

YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.      
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

(i) Binding Arbitration. All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the American Arbitration Association (“AAA”).

There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent[s] of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules.

The place of arbitration shall be the State of Arizona (Maricopa County) and the arbitration shall be conducted in English language.

(ii) Arbitration Fees. Each party will cover its own fees and costs associated with the arbitration proceedings.

(iii) Award Enforcement. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction and shall include an award of attorneys’ fees, taxable costs and reasonable expenses incurred therein by the prevailing party as determined in the proceeding. The parties agree that they will not appeal any arbitration decision to any court.

(iv) Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages and without the necessity of posting a bond since damages are inferred and agreed upon by these Terms and your use of our platform.

 

17. GENERAL 


(i) Entire Agreement. These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the TOKND storefront, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the TOKND storefront or your purchase of NFTs, whether oral or written.

 

(ii) No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

(iii) Interpretation. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

(iv) Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

(v) No Waivers. Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.

(vi) Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of Arizona and the federal laws of the United States applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction).

(vii) Venue. Subject to Section 16 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in the State of Arizona (Maricopa County), and we and you irrevocably consent to the personal jurisdiction and venue there.

(viii) Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the TOKND storefront. By providing us with your email address, you consent to our using the email address to send you any notices, including but not limited to legal service of process. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

(ix) Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.