Terms of Service
Last updated: September 01, 2022
1 – ACCEPTING THESE TERMS
Please read these Terms of Service (the “Terms”), carefully, before using darkgoldart.com (the “Website”) provided by Dark Gold Art Pte. Ltd. (“Dark Gold Art”) and its affiliates, whether as a guest or registered user. The Website is a marketplace for users who want to create, buy, and sell NFTs. The Website provides a non-custodial interface that allows you to display your NFTs, as well as withdraw them to external wallets, or deposit NFTs from external wallets and display them on the Website.
Dark Gold Art is not a party to any agreement between buyers and sellers of NFTs or between users. The Website is not a wallet provider, exchange, broker, financial institution, or creditor. The Website offers a peer-to-peer web3 service that allows users to discover and interact with each other as well as NFTs available on public blockchains. We have no custody or control over the NFTs or blockchains with which you are interacting, and we do not execute or effect NFT purchases, transfers, or sales. To use our Service, you must use a third-party wallet that allows you to perform blockchain transactions.
You understand and acknowledge that smart contracts do not give Dark Gold Art custody, possession, or control of any NFT or cryptocurrency at any time for the purpose of facilitating transactions on the Website. You affirm that you are aware and acknowledge that Dark Gold Art is a non-custodial service provider and has designed this Website to be directly accessible by users without any involvement or actions taken by Dark Gold Art or any third-party. Dark Gold Art cannot make any representation or guarantee that users will achieve any particular outcome as the result of transacting with NFTs on the Website.
We operate and control the Website from our offices in Singapore. The Website is not intended for use by any person or entity in any jurisdiction or country where such use would be contrary to law or regulation. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to these Terms prior to you using the Website.
1.1 – CHANGES TO THESE TERMS
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. Any changes to these Terms will be in effect as of the “Last Revised” date referred to at the top of this page.
Your continued use of the Website after following the posting of the revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
1.2 – WHAT THESE TERMS CONTAIN
- Our Services
- Contacting Dark Gold Art
- Your Account
- Acceptable Use and Conduct
- User Content and NFT Purchase License
- Representations and Warranties
- Intellectual Property Rights
- Intellectual Property Policy
- Third Party Websites and Content
- Disclaimer Of Warranties
- Limitation Of Liability
- Assumption of Risk
- Governing Law
- Dispute Resolution
- Other Provisions
2 – OUR SERVICES
Dark Gold Art offers a variety of services which may be accessed through the Website (the “Services”). Anyone can browse the Website without registering for an account. However, you need to create an account on the Website to use the Services. All Services are provided “as is,” with the possibility of future changes as part of an ongoing effort to improve the Services we offer.
2.1 – OTHER SERVICES
Dark Gold Art may also offer specific services or features such as giveaways, campaigns, contests, sweepstakes, and other events. These other services are subject to additional terms and conditions (the “Additional Terms”), that may contain certain eligibility requirements, such as restrictions as to age and geographic location. You are responsible for reviewing such Additional Terms to determine whether or not you are eligible to participate. The Additional Terms are hereby incorporated by reference into these Terms. In the event that there is an irreconcilable conflict between the Additional Terms and these Terms, the Additional Terms shall prevail.
2.2 – LIMITS
Each of our Services have a defined limit in one way or another. We may, or may not, choose to disclose those limits. Any such limits may be changed at any time, with or without prior notice.
2.3 – CHANGES TO OUR SERVICES
Dark Gold Art is always expanding and thus you may see changes to our Services without warning. Due to the evolving nature of technologies and the way we do business, we reserve the right, with or without notice, to modify, suspend, terminate, or discontinue providing any of the Services at any time. We release updates on a regular basis, some of which are not publicly announced. These are done to improve system stability, add new features, allow us time to perform routine maintenance, or comply with applicable law. We are not liable in the event that we modify, suspend, terminate or discontinue any part of the Website or its Services.
4 – CONTACTING DARK GOLD ART
If you are contacting us for business or marketing purposes, you may reach out to us at twitter.com/darkgoldart.
5 – YOUR ACCOUNT
In order to use the Services, you will need a blockchain address and a third-party wallet. Your blockchain address serves as your identity on the Website. Your account on the service (“Account”) will be associated with your blockchain address; however, if you want to, you may add additional information to your Account, such as a profile picture.
Your Account on the Website will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Services, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with Dark Gold Art, and Dark Gold Art does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Dark Gold Art accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Services will operate with any specific wallet. If you discover an issue related to your wallet, please contact your wallet provider.
You understand and agree that you are solely responsible for maintaining the security of your Account and control over any usernames, passwords, or any other codes that you use to access the Services. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. Any unauthorized access to your Account by third parties could result in the loss or theft of NFTs in your Account and any associated wallet. You understand and agree that you will not hold us responsible for managing and maintaining the security of your Account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your Account. You are responsible for monitoring your Account. If you notice any unauthorized or suspicious activity in your Account, please notify us immediately.
Likewise, you are solely responsible for your Account and any associated wallet, and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You understand and agree that access to your Account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your Account to any person without our prior written permission. Your account is your sole responsibility, and any claims that someone else used your account to violate these Terms or change your settings will be dismissed.
Dark Gold Art can require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, Dark Gold Art, in its sole discretion, can disable your Account and block your ability to access the Services until such additional information and documents are processed by Dark Gold Art. If you do not provide complete and accurate information in response to such a request, Dark Gold Art can refuse to restore your access to the Service. We reserve the right to cancel your account, without notice, for any reason, at any time.
6 – ACCEPTABLE USE AND CONDUCT
We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable and personal license to access and use the Website and the Services. Our grant of such license is subject to your compliance with these Terms.
You are solely responsible for your actions, content, and the behavior of your account. We work hard to keep our Services safe and enjoyable for everyone. Certain activities, whether legal or illegal, may be harmful to other users and violate our rules, and some activities may also subject you to liability.
You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations. Without limitation, you undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to): (a) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (b) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, or which would involve proceeds of any unlawful activity; (c) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (d) impersonate another person (via the use of an email address or otherwise) or create an account for the purpose of username “squatting”; (e) upload, post, transmit or otherwise make available through the Services any content that infringes the intellectual proprietary rights of any party; (f) operate to defraud Dark Gold Art, other users, or any other person or provide false, inaccurate or misleading information; (g) use the Services to violate the legal rights (such as rights of privacy and publicity) of others; (h) engage in, promote, or encourage illegal activity (including, without limitation, phising, terrorism, tax evasion or money laundering); (i) interfere with another individual’s or entity’s access to or use of the Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Services about others, including without limitation email addresses, IP addresses, or any other personal information, without proper consent; (j) exploit the Services for any unauthorized commercial purpose; (k) modify, adapt, translate, or reverse engineer any portion of the Services; (l) remove any copyright, trademark or other proprietary rights notices contained in or on the Services or any part of it; (m) reformat or frame any portion of the Services; (n) display any content on the Services 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; (o) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Services, or to collect information about its users for any unauthorized purpose; (p) create user accounts by automated means or under false or fraudulent pretenses; (q) access or use the Services for the purpose of creating a product or service that is competitive with any of our products or services; (r) accept, solicit, offer, bid, engage with the smart contracts, or otherwise transact on or off the Website with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of an NFT; (s) engage in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for work (i.e, “wash trading”), or any other anti-competitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding;” (t) utilize the Services to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions; (u) utilize the Services to engage in token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events; (v) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Services, or which, as determined by us, may harm Dark Gold Art or users of our Services, or expose them to liability; or (w) use the Services in a manner that is inconsistent with applicable law and these Terms.
The above-mentioned acts are not an exhaustive list. You agree not to or not to allow or encourage any third party to use any of our Services to commit any of the above-mentioned or similar acts. You also agree to immediately notify us if you violate or are accused of having violated any of these Terms at twitter.com/darkgoldart.
Please be aware that we handle each instance of a violation or alleged violation of these Terms on a case-by-case basis. We reserve the right to act or refrain from acting on any violations in any way we deem appropriate. We are not obliged, however, to follow up on any leads or reports of violations. We are also under no obligation to enforce these Terms or impose penalties for violations of it in any way. However, even if we choose not to enforce our rights under these Terms, we may do so in the event of a violation.
In such cases, we reserve the right, but do not have the obligation to:
- Investigate your use of our Services to determine whether a violation of these Terms has occurred, or to comply with any applicable law, legal process, or appropriate governmental request;
- Detect, prevent, or otherwise address fraud, security, or technical issues or respond to user support requests; or
- Manage our Services in a manner designed to facilitate their proper functioning and protect the rights, property, and safety of ourselves and our users, partners, and the public.
Any violation of these Terms may result in any of the following:
- We may issue a warning and demand that you remedy your violation, where applicable;
- We may remove the ability to view certain NFTs on the Service or use our Service to interact with the NFTs;
- We may refuse, disable, or restrict certain portions of your access to our system and/or the ability to use the Service in conjunction with buying/selling/transferring NFTs available on blockchains;
- We may delete content or data that you have added to our system;
- We may completely ban you from accessing our system;
- We may delete your account entirely from our system, with no liability to you; or
- We may take legal action against users who violate these Terms (including reports to law enforcement authorities).
In the interests of our users and the Services, in the event that any individual has had his or her account or access blocked or is banned under this provision, he or she is prohibited from creating or using another account on or seeking access to (either the portion or entirety of) our Services, unless we provide explicit permission.
The blocking of an account, access, or the banning of a user under this provision shall be in accordance with Part 16 of these Terms.
Finally, by using the Services, you comprehend the importance of DYOR – do your own research. You are solely responsible for verifying the authenticity, legitimacy, identity, and other details of any NFT, collection, or account that you view or interact with through our Services. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Website.
7 – USER CONTENT AND NFT PURCHASE LICENSE
7.1 – UPLOADING CONTENT
In connection with your use of the Website, you may be able to post, upload, or submit content to be made available through the Website, including media that is tied to NFTs you wish to sell on the Website as a seller, and any other content associated with your NFTs (“User Content”). You retain all rights to User Content you post, upload, submit, or otherwise made available through the Website, except for rights expressly granted herein. Whenever you make use of a feature that allows you to upload content to our Services, or to make contact with other users of our Services, you must comply with the content standards set out in Part 6 above and in this section.
Any content you upload to our Services will be considered non-confidential and non-proprietary. You retain all of your ownership rights in User Content, but you are required to grant us and other users of our site a limited license to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in 7.2 below.
By making your User Content available on the Website, you represent and warrant that you own or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for User Content. You agree that User Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described in 7.2.
You warrant that any User Content complies with these Terms, and you will be liable to us and indemnify us if that warranty is breached. This means that you will be liable for any loss or damage we sustain as a result of your breach of warranty.
We have the right to remove any posting you make on our site if, in our opinion, User Content does not comply with the content standards set out in accordance with these Terms. You are solely responsible for securing and backing up User Content.
7.2 – RIGHTS GRANTED TO DARK GOLD ART
When you upload or otherwise make available User Content to our Services, you grant Dark Gold Art and our affiliates a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) User Content in any and all media or distribution methods (now know or later developed) for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Services, or any other purpose related to the Website but solely as required to be able to operate and provide our Services.
You agree that this license includes the right for us to provide, promote, and improve the Website and to make User Content available to other companies, organizations or individuals for the distribution, promotion or publication of User Content on other media and services. You agree that these rights and licenses and include a right for us to make User Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Website, and solely for purpose of providing the Website, and to otherwise permit access to disclose User Content to third parties if we determine such access is necessary to comply with our legal obligations.
7.3 – NFT PURCHASE LICENSE
If you sell an NFT through the Website, you grant to the buyer of the NFT a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT, solely for the following purposes: (a) for the buyer’s own personal use; (b) for the purpose of promoting or sharing the buyer’s purchase, ownership, or interest; (c) for the purpose of sharing, promoting, discussing, or commenting on the content to which the NFT is associated; (d) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT; and (e) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “NFT Purchase License”).
If you are a buyer of NFTs, then you acknowledge and agree that the NFT Purchase License set forth above only lasts as long as you are the valid owner and holder of the NFT. You further understand that you have the ability to possess and control the disposition of the NFT (i.e., the token on the blockchain) itself, rather than the acquisition of any intellectual property right in, or license to, any content to which the NFT is associated. If you sell or transfer the NFT to another person, this NFT Purchase License will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such NFT Purchase License. Unless otherwise specified by seller of an NFT in writing, your purchase of an NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT for any commercial purpose. If you sell an NFT, you agree that you will not have any claims against Company for any breach of these Terms by a purchaser, including if they make commercial use of the related NFT in breach of these Terms.
You further acknowledge that NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”) and that such terms may be accessible via a third-party link to an external website. Such a website may include Purchase Terms governing the use of the NFT with which you must comply. You are solely responsible for reviewing such Purchase Terms. Dark Gold Art is not a party to any such Purchase Terms, which are solely between the buyer and seller, who are entirely responsible for communicating, promulgating, agreeing to, and enforcing such Purchase Terms.
8 – REPRESENTATIONS AND WARRANTIES
By using our Services, you represent and warrant that:
- You will submit true, accurate, current, and complete registration information;
- You will maintain the accuracy of such information and promptly update such registration information as necessary;
- You have the legal capacity and you agree to comply with these Terms;
- You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use our Services;
- You have the right to grant Dark Gold Art the appropriate license to your content;
- You will not use our Services for any illegal or unauthorized purpose; and
- Your use of our Services will not violate any applicable law or regulation.
9 – INTELLECTUAL PROPERTY RIGHTS
9.1 – TRADEMARKS
Our trademarks, logos, images, service marks, trade names and other distinctive branding features are used on our system and by our Services. We do not give you a license to use any of these, and you may not use them without our permission.
9.2 – OTHER INTELLECTUAL PROPERTY
Our Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Dark Gold Art, its affiliates, its licensors, or other providers of such material and are protected by Singapore and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The material may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of us, unless and except as is expressly provided in these Terms.
9.3 – LINKING TO OUR SITE
You may link to our homepage (https://darkgoldart.com) provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
We reserve the right to withdraw linking permission without further notice.
If you wish to link to or make any use of content on our site other than that set out above, please contact twitter.com/darkgoldart.
10 – INTELLECTUAL PROPERTY POLICY
We want to ensure that the content that we host does not infringe the proprietary rights of others.
If you are the owner of content that is being improperly used on our Website without your permission, you may request that the content be removed. To make such a request, please contact us with the required information at twitter.com/darkgoldart.
The owner of the intellectual property right (the “IP”) or a person authorized to act on his behalf must submit the following information:
- information to contact you, such as your name, an address, telephone number and e-mail address;
- identification of the IP that is claimed to be infringed;
- identification of the allegedly infringing material that is requested to be removed, including a description or a URL to where it is located on our Services (please also include screenshots);
- an explanation for objecting to the allegedly infringing material;
- a statement on the specific country concerned;
- a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the IP owners, its agent or the law;
- a statement that the information above is accurate, and under penalty of perjury, that you are the IP owner or the authorized person to act on behalf of the IP owner; and
- a statement that the complainant submits to the jurisdiction of the courts in Singapore for the purposes of any proceedings relating to the allegedly infringing material;
- the physical or electronic signature of the owner of or of a person authorized to act on behalf of the owner of the IP or of an exclusive right that is allegedly infringed;
- Please also attach the following:
○ Proof of your identity;
○ Proof of ownership of the IP from the proper authority, if any;
○ Proof of right to use the IP granted by owner; and
○ Proof of authority to represent the IP owner, if not the IP owner.
- Certified English translations of any of the above, as applicable.
Pursuant to these Terms, we shall remove any infringing material that complies with the above notice requirements, and we may terminate, in appropriate circumstances, users and account holders of our Services who are repeat infringers.
However, we also recognize that not every takedown notice is valid or in good faith. In such cases, we strongly encourage users to file counter-notifications when they appropriately believe a takedown demand is invalid or improper.
To file a counter-notification with us, you must provide us with the following information:
- information to contact you, including your name, an address, telephone number and e-mail address;
- identification of the material that has been removed or to which access has been disabled;
- the location or link at which the material appeared before it was removed or access to it was disabled;
- a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled or that the content is not infringing the IP of others (please note that you will be liable for damages if you materially misrepresent that content is not infringing the IP of others);
- a statement that the information above is accurate;
- a statement that you submit to the jurisdiction of the courts in Singapore for the purposes of any proceedings relating to the material; and
your physical or electronic signature.
- Please also attach the following:
○ Proof of your identity;
○ Proof of ownership of the IP from the proper authority, if any;
○ Proof of right to use the IP granted by owner; and
○ Proof of authority to represent the IP owner, if not the IP owner.
- Certified English translations of any of the above, as applicable.
When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion.
11– THIRD PARTY WEBSITES AND CONTENT
Our Services may contain features and functions that link to third-party websites, servers, directories, systems, networks or any other kind of third-party hosting or hosted content. Anytime you access this content, what you do with it is between you and the provider of that content. We do not endorse or support any third-party content, and cannot be held responsible for what is contained on external systems. We expressly disclaim any responsibility for what happens on third-party systems. Third-party systems are not a part of our Services in any way, and we imply no affiliation or endorsement by having them on our system.
Please make sure that you familiarize yourself with the safety and reputation of any third-party links that you click or otherwise access, and that you take the appropriate steps to back-up your data, protect your privacy, and guard yourself against viruses, malware, scams or other types of risks that can be found on the Internet.
Our Services may include content provided by third parties, including materials provided by advertisers, other users, bloggers, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Dark Gold Art, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Dark Gold Art. We are not responsible, or liable to you or any third party, for the content, accuracy, or legality, of any materials provided by any third parties.
ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK.
12 – DISCLAIMER OF WARRANTIES
We cannot be held responsible or liable for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in or accessible through our Services. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents.
We are not responsible for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. We are not responsible for any harm that might come from downloading or accessing any information or material on the Internet through our Services.
Moreover, transactions on the Website and through the Services, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations, utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and peer-to-peer or decentralized networks and systems (e.g. the Polkadot network and the Substrate framework). You acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the relevant blockchain, which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or NFT, or lost opportunities to buy or sell NFTs. Dark Gold Art is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract) or the associated blockchain, or for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting the NFTs including forks, technical node issues or any other issues having fund losses as a result.
THE SERVICES, AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE SERVICES ARE CURRENTLY BEING PROVIDED AS A “BETA” VERSION AND MADE AVAILABLE ON AN “AS IS,” OR “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. DARK GOLD ART, ITS SUPPLIERS AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, FUNCTIONALITY, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, WORKMANSHIP OR TECHNICAL QUALITY OF ANY NFT OR WORK, SMART CONTRACT CODE, OR SOFTWARE. DARK GOLD ART, ITS SUPPLIERS AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. DARK GOLD ART, ITS SUPPLIERS AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES. DARK GOLD ART, ITS SUPPLIERS AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES.
YOU UNDERSTAND AND AGREE THAT: (A) THE SERVICES WILL NOT BE UNINTERRUPTED OR ERROR-FREE; (B) THERE IS NO WARRANTY OR GUARANTEE THAT THE SERVICES WILL OPERATE AT ANY MINIMUM DATA TRANSFER SPEED; (C) DARK GOLD ART HAS NO CONTROL OVER THIRD PARTY NETWORKS OR SITES YOU MAY ACCESS IN THE COURSE OF YOUR USE OF THE SERVICES; (D) YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA; AND (E) DARK GOLD ART WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED THROUGH THE SERVICES, OR ON ANY WEBSITE LINKED TO IT.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, 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 WEBSITE.
CRYPTOCURRENCY ASSETS (INCLUDING, WITHOUT LIMITATION, NFTS) ARE INTANGIBLE DIGITAL ASSETS WHICH EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ASSOCIATED BLOCKCHAIN. THE ASSOCIATED BLOCKCHAIN IS NOT UNDER THE CONTROL OR INFLUENCE OF DARK GOLD ART. DARK GOLD ART CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DARK GOLD ART OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE SERVICES (INCLUDING THROUGH SUPPORT SERVICES OR PROFESSIONAL SERVICES) SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13 – INDEMNITY
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Dark Gold Art and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the “Dark Gold Art Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (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”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Website, User Content or NFTs; (b) your breach of these Terms; (c) your breach of any applicable law and regulation; (d) your breach or violation of the rights of a third party, including another user or third party service provider. You agree to promptly notify Dark Gold Art of any third-party Claims and cooperate with the Dark Gold Art Parties in defending such Claims. You further agree that the Dark Gold Art Parties shall have control of the defense or settlement of any such third-party Claims.
14 – LIMITATION OF LIABILITY
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL DARK GOLD ART OR THE DARK GOLD ART PARTIES, BE LIABLE TO YOU FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (REGARDLESS IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OR THE INABILITY TO USE THE SERVICES.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN DARK GOLD ART (INCLUDING THIRD PARTY APPLICATION DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
To the extent that foregoing limitation of liability is prohibited, our sole obligation to you for damages shall be limited to the amount you paid us to use the Services to which such claim relates in the 12-month period preceding the filing of such claim.
You agree that any third party who is not a direct contracting party in the provision of our Services shall not be entitled to make any claim whatsoever against us, and that the Contracts (Rights of Third Parties) Act of Singapore and any subsequent revision or replacement thereof is specifically excluded.
15 – ASSUMPTION OF RISK
You understand and agree that you access and use the Website at your own risk. You should carefully consider whether creating, buying, or selling NFTs is suitable for you in light of your circumstances and financial resources. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Website and that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
By using the Website, you understand and agree that your access and use of the Website is subject to certain risks including without limitation:
- Price, liquidity, and scarcity of blockchain assets, including NFTs, are extremely volatile and may be subject to fluctuations;
- Fluctuations in the price of other digital assets could materially and adversely affect NFTs;
- Legislative and regulatory changes or actions may adversely affect the use, transfer, and value of NFTs. The regulatory regime governing blockchain technologies, NFTs, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Website and the utility of NFTs;
- NFTs are not legal tender and are not backed by any government;
- Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs;
- The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear;
- NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks, risks that third parties may obtain unauthorized access to your third-party wallet or Account, and other technological difficulties which may prevent access to or use of your NFTs;
- Withdrawal of an NFT to a decentralized digital asset wallet is at your own risk, and the transfer for any NFT to an incorrect digital asset wallet address will result in the irreversible loss of such NFT;
- Experimental cryptographic technologies and blockchain technologies are used by the Website, and such technologies are novel, experimental, and speculative, and there is significant uncertainty regarding the operation and effects and risks thereof;
- The Website uses public peer-to-peer networks, public blockchains, and certain smart contracts and protocols that are not under the control or influence of Dark Gold Art or any of its affiliates and are subject to many risks and uncertainties;
- Costs and speeds of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any NFTs associated with the Website;
- Risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the seller’s unknown identity, the seller’s right to sell the NFT, the seller’s right to use the Intellectual Property in the underlying content associated with the NFT, the risk of purchasing counterfeit items, mislabeled items, items vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable.
You understand and agree that the nature, potential value, suitability, and appropriateness of these risks are solely your responsibility. This warning and others provided in these Terms do not constitute or imply an ongoing obligation to alert you to all of the potential risks of using or accessing the Website, and acknowledge that this brief statement does not disclose all of the risks associated with the Website, NFTs, and other digital assets.
YOU RELEASE US AND THE DARK GOLD ART PARTIES FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
16 – TERMINATION
You may terminate these Terms at any time by canceling your Account on the Website and discontinuing your access to and use of the Website. You will not receive any refunds if you cancel your Account, or otherwise terminate these Terms.
Dark Gold Art reserves the right, in our sole discretion, to terminate your access, or use of the Services, ban you as a user, delete any content or data uploaded by you, terminate these Terms, or terminate part or all of our Services, with or without cause, and with or without notice. You acknowledge and agree that, upon any such termination, any licenses granted by Dark Gold Art shall terminate and Dark Gold Art shall have no liability or obligation to you.
Even after your use and participation are banned, blocked or otherwise suspended, these Terms will remain in effect with respect to relevant provisions, including Parts 2,6,7,8,9,11,12,13,14,15,16,17 and 18.
If we terminate these Terms or suspend or terminate your access to or use of the Website due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
17 – GOVERNING LAW
You agree that all matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related, shall be governed by and construed in accordance with the laws of Singapore (without reference to conflict of laws principles).
18 – DISPUTE RESOLUTION
18.1 – Jurisdiction
You agree to file any legal suit, action, or proceeding (each a “Dispute”) arising out of, or related to, these Terms or the Services exclusively in the courts of Singapore, although we retain the right to bring any Dispute against you for breach of these Terms in your country of residence or any other relevant country. You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in Singapore, in any Dispute relating to us or these Terms.
You waive any and all objections to the exercise of exclusive jurisdiction over you and over the subject matter by such courts and to venue in such courts including any defense of forum non conveniens.
18.2 – Waiver by Jury Trial
You irrevocably waive, to the fullest extent permitted by applicable law, any right you may have to a trial by jury in respect of any Dispute directly or indirectly arising out of, under or in connection with these Terms.
18.3 – Arbitration
At Dark Gold Art’s sole discretion and election, we may require you to refer any Disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. In such event, the seat and venue of such arbitration shall be Singapore, the Tribunal shall consist of a single arbitrator, and the language of the arbitration shall be English.
18.4 – Limitation on time to file claims
To ensure that disputes are dealt with soon after they arise, you agree that regardless of any statute or law to the contrary, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19 – OTHER PROVISIONS
19.1 – Reasonableness
You agree that you have had the opportunity to seek independent legal advice relating to all the matters provided for in these Terms and agree that (a) there shall be no presumption that any ambiguity in these Terms should be construed in favour of or against any party solely as a result of such party’s actual or alleged role in the drafting of these Terms, and (b) the provisions of these Terms and all documents entered into pursuant to these Terms are fair and reasonable.
19.2 – No Waiver
No waiver by Dark Gold Art or any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Dark Gold Art to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
19.3 – Severability
If any term, clause, or provision of these Terms is held invalid and unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other terms, clauses, or provisions of these Terms.
19.4 – Relationship of the Parties
You, third parties, and we are all independent parties with respect to each other. These Terms not mean an agency or partnership between us and you or any third party. It also does not constitute a joint venture, or an employment relationship. You agree that Dark Gold Art has no special relationship with or beneficiary duty to you. No parties to these Terms (including us, you, and any third party) have the right to enter into an agreement for or on the behalf of any other agreeing party. No parties to these Terms may become involved in a situation that results in obligation or liability of any other agreeing party.
19.5 – Entire Agreement