Digital.Golems offers a software and network platform useful for buying, selling and displaying non-fungible tokens (NTFs) (the “Platform”). Digital.Golems makes available to User the access and use of the Platform and related content and materials and services via the Sites operated by us.
You need to create an user account with Digital.Golems in order to access and use the Services (each an “User Account”). When you create an User Account, we will ask you for some personal information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services or authenticate your User Account. Digital.Golems reserves the right to decline to activate an User Account for any person for any reason.
Your User Account is subject to the following conditions:
You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information that we think will be of interest to you.
You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a NFT on the Platform, and other communications that pertain to your interaction with the Sites, including but not limited to notifications about the status of a NFT that you are interested in purchasing.
You may opt out of promotional communications at any time by following the instructions provided in the email.
You understand and agree that you are responsible for any User Content that you submit or contribute, and you, not Digital.Golems, have full responsibility for such User content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site.
Unless otherwise indicated in writing by us, the Platform and the Site, all content, and all other materials contained therein, including, without limitation, the Digital.Golems logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection, organization and arrangement thereof and all related intellectual property rights (collectively, “Digital.Golems Content”) are the proprietary property of Digital.Golems or our affiliates, licensors, or users, as applicable. The Digital.Golems logo and any product or service names, trademarks, service marks, logos, or slogans that may appear on the Platform or the Site are trademarks of Digital.Golems or our affiliates The Digital.Golems Content and trademarks and may not be copied, imitated, publicly displayed, distributed or used, in whole or in part, without our prior written permission.
You may not use any Digital.Golems Content without our express written permission. You may not use link to the Site or otherwise use framing techniques to enclose any Digital.Golems Content without our express written consent. In addition, the look and feel of the Platform, the Site and Digital.Golems Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of Digital.Golems and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in the Digital.Golems Content, and you further agree that all rights therein and any use thereof are and shall forever be owned by and inure to the benefit of Digital.Golems.
You acknowledge that the ownership of digital asset NFTs made available or purchased on the Platform may give you the right to view, store, exchange, sell and display the NFT publicly but does not allow or imply commercial use or ownership of intellectual property on the brand, design, music, video, art or other media displayed in your digital asset NFTs.
The intellectual property rights in any digital asset NTFs created by Digital.Golems are owned by us as the contributing artist or author. We will use commercially reasonable efforts to ensure that if any digital asset NTF are minted with a fixed number of pieces or packs as a limited edition, we will not mint additional copies in the future.
The Platform and the Sites contain confidential and proprietary software, processes, data and information, and materials that may be owned by or licensed to us. This proprietary information and materials includes, but is not limited to concepts, data, drawings, documents, proposals, specifications, programs, data models, data integration tools and techniques, and the design, layout, look, appearance, features, software code and graphics of the content and materials made available to you by Digital.Golems. Reproduction of the Platform or the Site (or any content or materials therein) is prohibited other than upon receiving explicit written permission of Digital.Golems.
You acknowledge and agree that as between you and Digital.Golems, title to and ownership of the Digital.Golems’s proprietary processes, content and technology used in the operation of the Site, the Platform and/or the Services, and all intellectual property rights relating thereto, including without limitations: copyrights, hardware designs, algorithms, software, content “look and feel”, software and user-interface designs, architecture, documentation (both printed and electronic), network designs, know-how, data, databases, ad copy, templates, trademarks, patents, trade names, trade dress, methodologies, trade secrets, confidential information and any related intellectual property rights and goodwill associated with the foregoing throughout the world (whether owned by Digital.Golems or licensed to Digital.Golems from a third party), and any derivatives, improvements, enhancements or extensions of, and any feedback or suggestions to, any of the foregoing, conceived, reduced to practice, or developed whether alone or jointly with others by Digital.Golems or you (collectively, “Digital.Golems IP”), are and will remain vested in Digital.Golems at all times and for all purposes. You will not challenge, contest or otherwise take any action inconsistent with Digital.Golems’s rights in and to the Digital.Golems IP. Without limiting the foregoing, you specifically acknowledge and agree that the following features or functionality of the Platform are proprietary methodologies, know-how and trade secrets unique to Digital.Golems and its licensors (the “Key Features”): [LIST ANY KEY FEATURES THAT ARE UNIQUE FEATURES TO THE PLATFORM AND/OR TRADE SECRETS OWNED BY DIGITAL.GOLEMS.]
The Platform will use location-based keys in connection with the buying, selling or purchasing of digital asset NTFs. Holding a location-based key like a virtual land key enables you to build and utilize the virtual land that the NFT is tied to, especially regarding building rights and things you create on the virtual land.
You acknowledge and agree, with respect to all digital asset NTFs associated with your User Account the following: If you sell the key, all rights that come with holding the key are also transferred to the new owner. This includes things you build on the virtual land.
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and the Platform displaying Digital.Golems Content. Our grant of such license is subject to the following conditions:
You agree and understand that we may modify part or all of the Platform, the Site or the Services without notice.
The Platform will include virtual, in-game tokens or currency (similar to Minecraft Coins) in the form of upliftium or crystalized upliftium. These particular NFTs will grant the holder in-game tokens (i.e., uplifitum) that can be redeemed for use in-game from Digital.Golems. However, any upliftium, crystalized upliftium or other in-game items used on the Sites can never be redeemed for cash value from us. The upliftium may be purchased from us using actual monetary instruments or using in-game currency if you have reached the age of "majority" where you live. Other than a limited, personal, revocable, non-transferable, non-sublicensable licence to use the in-game currency and upliftium, you have no right or title in or to any such in-game currency or upliftium available on the Platform. We may at any time regulate, control, modify and/or eliminate the in-game currency and/or upliftium as we see fit at our sole discretion.
Please note the following risks in accessing or using the Platform or the Sites:
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Digital.Golems does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use the Platform and the Sites operated by Digital.Golems at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that Digital.Golems will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY DIGITAL.GOLEMS, THE PLAFTORM, THE SITES, THE DIGITAL.GOLEMS CONTENT AND ALL MATERIALS CONTAINED THEREIN, AND NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. DIGITAL.GOLEMS (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. DIGITAL.GOLEMS DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE DIGITAL.GOLEMS ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM, THE SITES AND ANY DIGITAL.GOLEMS CONTENT SAFE, DIGITAL.GOLEMS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM THE SITES, ANY DIGITAL.GOLEMS CONTENT, AND ANY NFTS LISTED ON OUR PLAFORM, OUR SITES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR OTHERS FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, THE SITES OR NFTS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE WAX NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE WAX PLATFORM. WE DO NOT GUARANTEE THAT DIGITAL.GOLEMS OR ANY DIGITAL.GOLEMS PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.
Digital.Golems is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. Digital.Golems is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.
TO THE FULLEST EXTENT PROVIDED BY LAW, DIGITAL.GOLEMS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, THE SITES, ANY DIGITAL.GOLEMS CONTENT AND ANY OTHER MATERIALS OR CONTENT CONTAINED THEREIN (INCLUDING LINKS OR NFTS); PROVIDED, HOWEVER, THAT THE FOREGOING DISCLAIMERS DO NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Digital.Golems and limits the manner in which you can seek relief from us.
You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Platform, the Sites and the Digital.Golems Content, any products sold or distributed through the Sites, or any aspect of your relationship with Digital.Golems will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Digital.Golems may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in Austin, Texas, administered by JAMS and conducted in English, rather than in court.
Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.
You understand that by agreeing to this Arbitration Agreement, you and Digital.Golems are each waiving their right to trial by jury and to participate in a class action or class arbitration.
If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.
This Arbitration Agreement shall survive the termination of your relationship with Digital.Golems.
Your access and use of electronic records on the Platform and consent by electronic signature may require the following hardware and software at your own expense:
We can deliver electronic records (and/or paper copies) to you (i) by displaying or delivering by email or making the records available on your User Account, (ii) by requesting that you print or download the electronic record and retain it for your records at the time of execution, or (iii) in response to your written request for a copy of the electronic records sent to us at the contact address set forth under “Contact Information” to the attention of Digital.Golems. You may or may not incur additional fees for receiving paper copies of documents – please refer to our fee schedule for current fees related to transactions on the Platform or the Sites.
You can revoke your consent to the use of electronic signatures by accessing and updating the consent [OPT-OUT] from your User Account or by sending a written request to revoke consent to us at our contact address set forth under “Contact Information” to the attention of Digital.Golems. Your revocation of such consent will not terminate your User Account. You may or may not incur additional charges by opting out of electronic consent – please refer to our fee schedule for current fees related to transactions on the Platform or the Sites.
Digital.Golems reserves the right to establish general practices and limits concerning user accounts at any time (and may modify such practices and limits at its sole discretion), including without limitation the maximum number of days that any information or content will be retained and the maximum amount of file space that will be allotted on our servers on your User Account. You acknowledge that Digital.Golems reserves the right to log off user accounts that are inactive for an extended period of time and reserves the right at any time, and from time to time, to modify or discontinue, either temporarily or permanently, the Site, the Platform, or the Services (or any part thereof) with or without notice. You agree that Digital.Golems shall not be liable to you or to any third party for any such modification, suspension or discontinuance or your User Account.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any materials submitted to the Service, the Platform and/or the Site infringe your copyright, you (or your agent) may send Digital.Golems a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site or the Platform are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Digital.Golems to locate the material on the Site or the Platform; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site or the Platform should be sent to [email protected]. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Please provide all of the information requested above. No specific form is required to provide Digital.Golems with notifications of possible infringement. However, it will take Digital.Golems longer to process your notice if any of this information is not provided, and in some cases, we may not be able to process your notice. Also please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of possible infringement submitted electronically with an attachment will not be received or processed.