- “Account” means user account with unique login credentials maintained by you.
- “Collection” means any collection of Listed NFTs associated with NFT Art.
- “Creator” means the person or entity who creates an Uploaded NFT, Listed NFT, and/or Collection.
- “Intellectual Property Rights” means any and all rights, title and interest, presently or hereafter owned or acquired,under or related to any and all patents, inventions, copyrights, databases, design rights, trademarks anddomain names, computer software, know-how and trade secrets and any other intellectual property rights of whatever nature, in each case whether registered or unregistered and including all applications (or rights to
apply) for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection that may now or in the future subsist in any part of the world.
- “License” means any applicable license associated with an Uploaded NFT or Listed NFT.
- “Listed NFT” means any NFT that offered for sale or sold through this Website.
- “NFT” means any blockchain-tracked, non-fungible token, such as those conforming to ERC-721 or ERC-1155 standards, issued and tradeable on blockchain.
- “NFT Art” means any digital creation, art, design or drawing that may be associated with an Uploaded NFT or Listed NFT. NFT Art, or portions thereof, may be associated with one or more NFT.
- “Printed Work” means any physical printed work associated with a Listed NFT which may be generated upon your lawful purchase of a Listed NFT.
- “Uploaded NFT” means any NFT uploaded to the Website by you for purposes of offering for sale or selling that NFT.
PERMITTED USE, ACCESS TO WEBSITE.
- Permitted Use.
individually and the organization.
- Unauthorized Use.
To use this Website, if you are an individual, you must be 18 years of age or older if the age of lawful capacity of forming binding contracts is older in the relevant jurisdiction. If you are an entity, the individual agreeing to the terms of the Agreement must have the legal authority to bind the entity. If (a) you are an individual, you agree on your own behalf and (b) if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf: (i) is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities; (ii) is (or has ever been) prohibited from the transaction pursuant to U.S. anti- money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) is resident in a country or
jurisdiction under a U.S. embargo enforced by OFAC (“Restricted Parties”).
- Modification of Access.
Pod Tech may, at any time, in its discretion terminate your access to this Website,
including your access to an Uploaded NFT or Listed NFT, regardless of whether you have purchased such NFT.
Access and use to the Website may be monitored by Pod Tech.
In order to create and Uploaded NFT or purchase a Listed NFT, you will be required to create an Account. In connection with your Account, you will need a third-party wallet and a blockchain address. You acknowledge and agree that you are solely permitted to create a single Account. If your Account becomes inactive for six (6) months or longer, as determined by Pod Tech in its sole discretion, you understand that Pod Tech may disable your Account or reassign your username or associated blockchain address. You agree not to use false identities or impersonate any other person or use any alias, username, or password you are not authorized to use. You agree to ensure that all information you provide in connection with establishing your Account is accurate when you provide it and you further agree that all Account information remains accurate, complete, and valid. Pod Tech may require that you provide additional information to verify the information associated with your Account, and you agree to do so as a condition of your use of the Website.
Pod Tech is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. Pod Tech does not have custody or control over the Listed NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To sell, purchase, or transfer an Uploaded NFT or Listed NFT, you must use a third-party wallet which allows you to engage in transactions on blockchains. By using your wallet in connection with the Website, 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 Pod Tech and Pod Tech does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Pod Tech 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 Website will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider.
- Responsibility for Account & Wallet.
You are solely responsible for your Account and associated Wallet. Pod Tech is not liable for any acts or omissions by you in connection with your Account, including inability to access your Account or wallet, or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account
The copyright in this Website, including materials uploaded or hosted on the website by Pod Tech (collectively, “Materials”) is held by Pod Tech or authorized licensors. All Materials are protected under United States copyright laws and international copyright laws and treaty provisions. You do not have, and by use of the Website shall not acquire any rights in or to the Materials, and are not permitted to copy, distribute, republish, reproduce, download, displayed or transmit the Materials in any form.
The trademarks, logos, and service marks displayed on this Website (collectively referred to as “Trademarks”) are registered and unregistered Trademarks of Pod Tech and its affiliates. All rights, including all Intellectual Property Rights, in and to the Trademarks, are solely and exclusively owned by Pod Tech or its affiliates and no trademark license either express or implied is granted by Pod Tech. You do not have any right to use any Trademark without prior written permission of Pod Tech.
- Pod Tech Technology.
All technology underlying, used in connection with, and/or incorporated into this Website, including Print on Demand technology (“Technology”), and all Intellectual Property Rights in and to all Technology, are solely and exclusively owned by Pod Tech. Pod Tech does not grant any express or implied Intellectual Property Rights or other rights in or to the Technology.
In the event of unauthorized use or misuse of Pod Tech’s Materials, Trademarks, or Technology, Pod Tech reserves all rights to pursue legal remedies. No delay in asserting Pod Tech’s rights shall limit Pod Tech’s ability to enforce its rights. Pod Tech shall have the sole right, but shall not have any obligation, to bring legal action related to the Materials, Trademarks, and/or Technology and to recover damages associated with the same.
- Ownership of Uploaded NFTs and Listed NFTs.
Uploaded NFTs, Listed NFTs, and the related NFT Art and/or Printed Work, and all Intellectual Property Rights in and to the same, shall remain owned by the respective Creator. Pod Tech makes no representations and warranties with respect to the ownership rights or ownership history of Uploaded NFTs, Listed NFTs, or the associated NFT Art or Printed Work.
THIRD PARTY INFORMATION PLATFORMS.
- Third Party Information.
Certain information available on this Website, including Listed NFTs and Uploaded NFTs may be provided by other parties. You understand that all such NFTs, NFT Art, Printed Work, information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials, are the sole responsibility of the originating party and that Pod Tech has no responsibility for such content and does notguarantee the accuracy, integrity or quality of such content. In no event is the inclusion of a statement about another party, a reference to such other party or a Web link to another party’s Website an endorsement of such other party, their products or their services.
- Third Party Platforms.
You acknowledge and agree that this Website may be used in connection with other websites, mobile or desktop applications, or software provided by third parties (“Third Party Platforms”) and that you may be subject to the terms and conditions of those third parties. Pod Tech makes no representations or warranties with respect to Third Party Platforms and shall not be liable for any damages arising from your use of Third Party Platforms.
NFT PROGRAM, UPLOADED CONTENT.
- NFT Program.
Subject to your compliance with this Agreement, Pod Tech will grant you access to the Website to sell to customers Listed NFTs as part of the NFT Program. You must provide to Pod Tech, at your own expense, any Uploaded NFT and associated NFT Art or Printed Work, or any other content you uploaded to the Website, including any digital content that is linked or associated with the NFT, NFT attributes, number of editions and NFT descriptions (“User Content”). You grant Pod Tech a royalty-free, non-exclusive, perpetual, irrevocable, worldwide right and license to use any and all User Content for the purpose of operating the NFT Program or related services, and to sublicense the foregoing rights to Pod Tech’s affiliates. The foregoing license includes, without limitation, the right to display, market, transmit, distribute, sell, license, and otherwise make available all or any portion of User Content through the Website for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline. The license further includes the right to use User Content in connection with the sale and resale of Listed NFTs and to permit for the resale of NFTs. The license includes Pod Tech’s right to display and distribute your trademarks, logos and other User Content. You grant Pod Tech and its affiliates and independent contractors, as part of the license, to use, reproduce, adapt, modify, and distribute, as Pod Tech determines appropriate, in its sole discretion, User Content.
- Uploaded Content.
You are solely responsible for all User Content. By uploading User Content to the Website, you represent and warrant that you have all necessary rights and permission related to the User Content. You agree that you will not upload any User Content that infringes any rights, is inappropriate, illegal, scandalous, offensive, or defamatory, as determined by Pod Tech in its sole direction. All electronic files you deliver must be free from all viruses, worms, and other potentially harmful or disrupting code.
- Pod Tech Materials.
Pod Tech may, but is not obligated to, promote Listed NFTs.
- Representations and Warranties related to the NFT Program.
You will not use the NFT Program to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, distributing, or buying securities, commodities, options, or debt instruments.
PURCHASE & TRANSFERS
- Printed Work.
When You purchase a Listed NFT, you may receive access to purchase or receive a Printed Work. You acknowledge and agree that your access and use of any Printed Work may be subject to a License or other terms or conditions. Pod Tech shall not be held liable for damages or losses arising out or relating to any Printed Work.
You acknowledge and agree that all purchases of NFTs via the Website will be reflected in the blockchain. You authorize Pod Tech to process any necessary information or metadata necessary to reflect your purchase of any NFT on the block chain. Pod Tech shall also have the right but not the obligation to modify metadata or other information related to an NFT.
You acknowledge and agree that NFTs are transferable. If you purchase a Listed NFT, you may transfer that Listed NFT to a third party, provided you do so by legal means. By transferring the Listed NFT, you acknowledge and agree that you the transfer is between you and the buyer of that Listed NFT and not with Pod Tech. Pod Tech shall not be responsible for any transfer between a buyer and seller of a Listed NFT or Uploaded
You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amount of taxes to the appropriate tax authorities. Pod Tech is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that may apply to any sale, transfer, or purchase of any Uploaded NFT, Listed NFT, or Printed Work.
DISCLAIMER AND LIMITATION OF LIABILITY
- Disclaimer of Warranties.
EVERYTHING ON THE WEBSITE, INCLUDING ALL MATERIALS, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF THE INFORMATION, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, WE DO NOT WARRANT THAT THE WEBSITE OR THE SERVERS MAKING THE WEBSITE AVAILABLE ARE VIRUS FREE. POD TECH MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- No Liability.
Neither Pod Tech nor any of its affiliates or suppliers or its or their officers, directors, employees,agents, representativeor subcontractors (“Released Parties”) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, block chain failure, denial of service attacks, date data processing failures, telecommunications or Internet problems, utility failures or problems, defects, weather, strikes, walkouts, fire, acts of God, pandemics, riots, armed conflicts, acts of war or other like causes beyond the reasonable control of Pod Tech. Pod Tech shall have no responsibility to provide access to this Website while the interruption of this Website due to any such cause shall continue. Pod Tech may discontinue providing access to this Website at any time.
- IN NO EVENT WILL ANY MEMBER OF RELEASED PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, LOST REVENUE OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF, THIS SITE OR ANY SITE LINKED TO THIS WEBSITE. WITHOUT LIMITING THE FOREGOING, NO MEMBER OF RELEASED PARTIES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE USE OF THIS WEBSITE OR ANY WEBSITE INFORMATION WHETHER ARISING UNDER CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LAW OR CAUSE OF ACTION.
Pod Tech prohibits the submission of any copyrighted material without the user first obtaining the prior written consent of the copyright owner. In particular, if you are a copyright owner or an agent thereof and believe that any Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at the Site;
- Identification of the material on the Site that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have 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;
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent to receive notifications of claimed infringement can be reached at email@example.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to customer service at firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
- Injunctive Relief.
- Export and Trade Controls.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of this Website or any Website information provided on or pursuant to this Website except in full compliance with all United States, foreign and other applicable laws and regulations.
- Submission of Ideas.
Pod Tech and its employees are in constant development of new products, technologies, product enhancements, processes, materials, marketing and promotional plans, and ideas for Collections. We welcome you to submit your ideas (“User Ideas”) for us to review and provide comments. By submitting your idea, you grant to Pod Tech a worldwide, irrevocable, non-exclusive, royalty free license to your User Ideas. You acknowledge and agree Pod Tech shall own all rights, including any Intellectual Property rights, in and to any products, software, NFTs, technology or any other content that Pod Tech develops based in whole or in part on any User Idea (“Developments”). You agree that you will bring no legal action against Pod Tech and will hold Pod Tech harmless for any Developments.
- Laws Governing NFTs.
By creating an Account, you consent to receive electronic communications from Pod Tech (e.g., via email, push notification, text messages, or other types of messages). These communications may includenotices about your Account (e.g., transactional information) and are part of your relationship with Pod Tech. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Website and you may opt out ofthese communications through the Website or through your mobile device’s operating system (with the possible
exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.
Your access and use of the Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Website or Technology or other actions that Pod Tech, in its sole discretion, may elect to take. You acknowledge and agree that Pod Tech shall not be liable for any damages of any kind resulting from or arising out of inaccessibility of the Website.
- Assumption of Risk.
The value of the NFTs is subjective, has no inherent value and therefor can be volatile. You agree to assume all risk associated with the use and value of any NFT purchased through this Website.
Sections 4, 6.1, 6.3, 7.1, 7.2, 7.5, 9, and 12.4, and all provisions written to survive termination, shall survive the termination of this Agreement.
- Entire Agreement.
severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.