Terms of Service

– last update on 10th of December, 2021 –

 

  1. Acceptance of Terms of Service

 

JAXABLE S.R.L., a Romanian limited liability company registered under relevant Trade Registry Office under no. J40/18337/31.10.2017, RO38426225, headquartered in Bucharest, Sector 2, 20A Alexandru cel Bun St., Room 3, Bl. T19B, Entrance A, 8th floor, Ap. 50 (“We”, “Us” or “Tiexo”), provides you (the “User”/ “You”) the access to and use of the services and features provided through Tiexo Marketplace, subject to compliance with the terms herein. These Terms of Service (the “Terms” or / and the “Terms of Service”) shall constitute a legal agreement between you and Tiexo and govern any operations, activities and uses You may decide to perform on Tiexo Marketplace, e.g. by listing, offering, trading, minting, selling, buying, collecting, using any NTFs, including your access to and use of any content, functionality and services offered on or through the Tiexo Marketplace (the “Services”).

 

These Terms of Service shall apply, in any cases: (i) when you buy from Us Tiexo NFTs, or (ii) when you list NFTs for sale, or you buy from or sell to other Users NFTs, through the Marketplace.

 

You may access and use the Services available in Tiexo Marketplace through the website www.tiexo.com.

 

These Terms of Service contain very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. We advise you to read these Terms of Service carefully before using our Services / the Marketplace.

 

By using or otherwise accessing the Services, or visiting our WebSite, clicking “I accept” or “I agree” to these Terms by ticking the relevant box/button, You (i) accept and agree to these Terms, (ii) confirm you have been informed on the collection, use, disclosure and other handling of information/data as described in our Privacy Policy, and (iii) agree to any revised/updated Terms of Service from time to time. If you do not agree to the Terms of Service, then you will not be able to access or use the Services under Tiexo Marketplace, or any NFTs and/or the Content made available in Tiexo Marketplace.

 

  • Definitions

 

In these Terms of Services the following terms will have the following meaning:

 

Blockchain” – a distributed digital ledger of transactions maintained by a distributed peer-to-peer computer network that cryptographically validates transactions and records such transactions on the ledger. The Tiexo Marketplace is built on the Blockchain and will support any tokens that is compatible with the Metaplex protocol or any other protocols of NFT standards used by Tiexo.

 

Content” means any intangible digital work/asset (including art, design and/or drawings – in any form or media (such as, without limitation to: texts, images, photographs, audio, video or any data, information, applications and other materials related thereto) that is tied to/associated with the NFT and which the NFT identifies;

 

Digital wallet” means the non-custodial wallet hosted with a software-based device, program, service, or hardware that allows the owner to transfer and make transactions with digital assets (including, NFT tokens) on a Blockchain used and compatible with the Tiexo NFT Marketplace

 

Minting” means the process of turning the digital work into a digital asset/ token on the Blockchain either by Tiexo or by other Users when using our Services. The digital work would be tamper-proof and immune to any modifications.

 

NFT” means a unique non-fungible token, uniquely identifying and being associated with one or more pieces of Content, developed, tracked, held and transferred on the Blockchain (using smart contracts) and providing its Owner with certain rights to the Content, that is offered/placed on the Marketplace by the Users (for Users’ NFTs), or by Tiexo (for Tiexo own NFTs), inter alia, for auction, sale, or trade, which complies with the Marketplace’s Standard Requirements.

 

Owner” means, with respect to an NFT, any individual or entity that has the ownership and holds the controls (via the Digital wallet) over the NFT purchased before.

 

Purchaser” means the buyer of an NFT in a transaction on the Tiexo Marketplace, which may be Tiexo or other User;

 

Seller” means the seller of an NFT in a transaction on Tiexo Marketplace, which may be Tiexo or other User;

 

Standard Requirements” means the NFT Standard Requirements listed on Tiexo Marketplace available here, which the Seller must observe for listing, selling or trading NFT on the Marketplace.

 

Tiexo Marketplace” or “Marketplace” means the marketplace platform available via WebSite, together with and its media channels (with its contents, all sub-websites and all sub-media channels), whereunder Tiexo and the Users may access and use the Services in order to collect, sale, buy, trade Tiexo NFT’s and Users NFTs;

 

“Tiexo’s NFT” means the NFTs created by Tiexo and placed by it on Tiexo Marketplace for the sale of NFT to the other Users such as Flagships Collections;

 

“Third Party IP” means any third party intellectual property rights, including, but not limited to, copyrights, patents (patent applications and disclosure), trade secrets, trademarks, know-how, utility of industrial designs, or any other intellectual property rights;

 

Users” means the users of the Services available in Tiexo Marketplace, including the Seller, the Buyer;

 

User NFT” means any other party than Tiexo who: (i) mints an NFT; or (ii) holds the controls (via the Digital wallet) over the NFT; and places the NFT on Tiexo Marketplace for sale to or transaction with other Users.

 

  1. Modification of Terms

 

We reserve the right to amend the Terms and the related documentation (e.g. NFTs’ Standard Requirements) from time to time. Any updates to the Terms shall be posted on our WebSite and shall be immediately effective as of the “last updated date” referred to at the top of this Terms. If you continue to use our Services following any such Terms’ changes/updates, it will be considered that you have accepted the updated Terms of Tiexo Marketplace. You shall be the only responsible for reading and understanding any such modifications/updates on our Terms of Service.

 

  1. Eligibility

 

4.1. To be eligible to use our Services, you must be at least eighteen (18) years old. We recommend that you should use the Services and engage in any transaction on the Marketplace only when if and when you are completely familiar with digital assets/NFTs, Blockchain technology (including any risks associated thereto) and you have gathered sufficient information to make an informed decision regarding the use of our Services.

 

4.2. In the event you are using our Services on behalf of a legal entity, you warrant us that: (i) the legal entity is validly organized and running under the laws applicable to its jurisdiction; and (ii) you are validly and properly entrusted and authorized to act on the legal entity’s behalf, including on the Marketplace.

 

4.3. Please make sure that these Terms are in accordance with all provisions and regulations that apply in your jurisdiction, including for collecting, using, owning, offering for sale/auction or trading cryptographic tokens/NFTs, before using our Services. You can use the Services only if this is allowed under the laws of your jurisdiction. By using the Tiexo Marketplace’ Services you ensure / warrant us that the eligibility criteria are fully met by you/ the entity you are representing.

 

4.4. Tiexo has sole and absolute discretion to determine/accept access to the Marketplace respectively deny / suspend access. You will not be allowed to use the Services and/or the Marketplace if: (i) you are subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC), or any governmental authority in any jurisdictions in which the Marketplace is available; or (ii) you are a citizen or resident of any of the following countries: Belarus; Burma (Myanmar); Central African Republic; Cote d’Ivoire (Ivory Coast); Cuba; Democratic Republic of the Congo; Iran; Iraq; Lebanon; Liberia (former Liberian Regime of Charles Taylor); Libya; North Korea; Somalia; Sudan; Syria; Zimbabwe.

 

4.5. We still may at anytime refuse/suspend the access or use the Services of the Marketplace to any person/entity for any of the reasons provided herein, without any notice or liability.

 

  • Tiexo Marketplace and Services

 

5.1. Marketplace and Services. Tiexo Marketplace provides you with the opportunity to place, purchase, sell, and exchange NFTs on the Marketplace, where Tiexo or other Users may place, collect, sell, buy or trade their own NFTs.

 

5.2. Tiexo Marketplace is an administrative, decentralized and peer-to-peer platform, addressed to any Users respecting the Terms, with full and free access and use, acting only as a simple technology aggregator.

 

5.3. Tiexo Marketplace and the Services thereon are addressing to Users which are knowledgeable and experienced with the Blockchain and DLT technology, NFT characteristics, NFT transaction specifics and the risks associated with the NFT transactions. We do not recommend to use our Services via Marketplace if you are not an experienced user of Blockchain, DLT technology and/or NFT trades/transactions.

 

5.4. Tiexo different roles. Providing the Services through the Marketplace, Tiexo may have different roles:

  • If other Users place and trade NFTs (Users NFTs) on the Marketplace – then, we shall act as an intermediary facilitating transactions between NFTs’ Purchaser(s) and Seller(s) of an NFT, while not however being engaged in any form into or committed to any contract/transaction between the Purchaser(s) and Seller(s) of an NFTs;
  • If Tiexo places and trades on the Marketplace its own NFTs (Tiexo NFTs) – then, it shall act as a Seller of its own Tiexo’s NFTs.

 

5.5. When Users are placing, selling, buying or trading User NFTs through Tiexo Marketplace, We are acting as simple facilitator of those transactions. Tiexo is not a broker, credit or financial institution, electronic money institution, nor it acts as an investment vehicle engaging in placement of financial instruments.

 

5.6. Tiexo only facilitates the transactions between the Seller and the Buyer and does not become a party to any agreement or transaction, and does not commit to any obligations engaged between the Seller and the Buyer (e.g. as a party, as a guarantor, etc.).

 

5.7. Tiexo shall not be involved and shall not assume any liability towards the Users or other third parties in connection to, inter alia, any of the following activities: (i) the custody and administration of NFTs on behalf of the Users, (ii) the exchange of NFTs for fiat currency.

 

  • Use of the Marketplace and Services. Account set-up and Security

 

6.1. Marketplace Account. If you want to use the Services of Tiexo Marketplace, receive news or updated features related to our Services, you need to either directly create an account on the Marketplace or connect using one your social platforms from the following: Google, Apple, Facebook, Twitter, GitHub, Discord.

 

6.2. Account and Wallet set-up. In order to access our Services, you must first install a web browser (such as Google Chrome, Mozilla, Internet Explorer, etc.). You will need to have a cryptocurrency wallet capable of supporting and accepting NFTs displayed on the Tiexo Marketplace, which will enable you to store, sell, purchase, or trade the NFTs you collect or purchase on the Marketplace. All transactions made on Tiexo Marketplace will be accessible by linking third parties digital wallets, such as: Moonlet wallet (https://moonlet.io/), Phantom wallet (https://phantom.app/) or Solflare wallet (https://solflare.com/).

 

You will be allowed to sell, purchase or engage in transactions concerning the NFTs only if you are using a compatible digital wallet. Before placing any offer to sell or to purchase a NFT or engage in transactions with NFTs, you will be asked to link your account in the Marketplace with your digital wallet extension. If You are acting on behalf of a legal entity, the digital wallet must belong to such legal entity.

 

Once you submit an order to sell or to purchase an NFT, that order will be passed on to the digital wallet, which will ensure the completion of the transaction, provided that you have sufficient tokens to perform the respective transaction.

 

We will act only as a simple technology aggregator to those digital wallets and we retain the exclusive right to add, modify or cancel the availability of the digital wallet(s) linked by Users with the use of our Services.

 

6.3. Account Registration. You must provide accurate and complete registration information when you create and account on Tiexo Marketplace. By creating an account, you agree: (i) to provide accurate, actual and complete account information about yourself / the legal entity you represent, (ii) to keep your account information updated, and (iii) maintain the security of your log-in credentials.

 

6.4. Account Transaction. You can use your Digital wallet to buy, sell or engage in any transactions in the Marketplace. You understand that your Blockchain network public address will be made publicly available whenever you engage in a transaction on the Blockchain network.

 

6.5. Account Security. You are responsible for the security of your Tiexo account and of your Digital wallet linked with our Services and you acknowledge that you bear all responsibility for all the activities performed under your account / Digital wallet. You must not share your login credentials or other security related information with any other person or allow any other person to access your account/to use your digital wallet.

 

6.6. Suspicious actions. You must immediately notify us of any suspicious or unauthorised use of the Services or of any breach of security, or of the applicable law or regulation. We may require you to provide us with additional information and documents in cases where: (i) your account is being used for money laundering or for any other illegal activity; (ii) you have reported false identification information; (iii) transactions affected thoughts your account were made in breach of these Terms. If any of this specific cases occur, Tiexo may suspend or cancel any of your transactions or your use of the Services.

 

6.7. Changes to Tiexo Marketplace. Tiexo may, in its absolute and sole discretion, change, update, amend, remove, or discontinue any use, feature or functionality of Tiexo Marketplace, the Services provided thereon and the Marketplace content, at any time without prior notice to You. By continuing to access or use the Marketplace and/or the Services following any such changes, you will be deemed to have accepted and agreed to such updates of the Tiexo Marketplace and our Services.

 

6.8. We reserve the right to ask any User, at any time, to complete a know-your-client process, if we/you will be obliged to comply with any KYC regulatory requirements provided under the applicable law. Your failure to comply with our request on KYC process may lead to the consequence that Tiexo will close or delete your Account.

  • Purchase, sale and trade of NFTs

 

7.1. NFT Transactions. Tiexo Marketplace allows you to offer, sell, or purchase and collect and trade NFTs on different Blockchain networks. NFT transactions will be governed by, operated and conducted on the basis of the individual sales terms and conditions applicable to each such transaction, as visible in/developed by the relevant Blockchain, irrespective of its selling method.

 

7.2. NFT Standard Requirements. When you list an NFT in the Marketplace you should provide all relevant information and details about the respective NFT as required by our Standard Requirements (such as, smart contract address, token ID, token standard, Blockchain network, metadata type, etc.).

 

7.3. NFT listing and trading. In the event you wish to list and trade an NFT on the Marketplace, you acknowledge and agree that:

 

  1. you must only list an NFT that you own exclusively and you have the right to transfer the ownership over it, without any restrictions or third parties’ claims;
  2. your NFT satisfies the Standard Requirements;
  3. you have a valid account on our Marketplace;
  4. your NFT listing must be accurate, actual, complete and include all NFT relevant information; and
  5. your listing does not breach any applicable consumer protection laws or regulations (including without limitation to, any laws concerning misleading advertising; unfair business-to-consumer commercial practices, etc.), other Third Party IP rights;
  6. your listing must not be misleading (including through the omission of any material information with respect to the NFT listed for sale); and
  7. you acknowledge and accept that any auction / sale of such NFT will be final and that you will not be able to cancel the same or retain ownership or impose restrictions on such NFT following the completion of the transaction with respect to the relevant NFT.

 

7.4. We reserve the right, in our sole and absolute discretion, to amend any listing, to supplement, remove, or correct information that may be inaccurate, materially misleading, or which breaches any applicable law, regulations or these Terms.

 

7.5. Transactions on the Marketplace. Any transaction made on Tiexo Marketplace may be performed by the following selling methods: at a Fixed price, as described below:

 

Fixed Price. You may enter into a fixed price sale transaction whereby the Marketplace will list NFTs at a fixed sale price. The price will be set by Us for Tiexo’s NFTs or by other Sellers for the NFTs placed by them on the Marketplace.

 

Please take into account that the NFTs listed on the Tiexo Marketplace can and may be listed also on other marketplaces and traded via other Blockchain. Before buying an NFT, Tiexo will inform you if that NFT is still available or was sold in other marketplace, by displaying an error message to you as potential Buyer. The NFT will be sold to the Buyer if the following transaction conditions will be cumulatively met: (i) if there is sufficient cryptocurrencies available in the Buyer’s Digital wallet and (ii) if the NFT is still available in Seller’s Digital wallet.

 

Therefore, You hereby expressly agree and acknowledges that it may be possible that at the time of the transaction, the NFT may no longer be available in Tiexo Marketplace for the following reasons: (i) the Seller moves its NFT from the Digital wallet; or (ii) the NFT is no longer available on Tiexo Marketplace as it was listed on multiple marketplaces and already sold on other Blockchain.

The Seller cannot stop, modify, cancel or reverse an offer for sale of NFT placed on the Marketplace once the transaction conditions were met and the transaction has been completed, considering the Blockchain characteristics.

 

7.9. Collections and NFT Minting on Tiexo Marketplace. When launching a Collection on Tiexo Marketplace, Tiexo will allow Users to mint and purchase the minted NFTs by using various processes/options, prior selected by Tiexo, such as: the Fair Launch Protocol; Fixed Price Minting; NFT Minting by Auction, etc.

 

Detailed rules regarding the Minting options will be previously made available in the Tiexo Marketplace.

 

The Minting Process uses the Candy Machine protocol, which will be managed using the Candy Machine tool in order to set up a fair auction. The Candy Machine uses the Metaplex CLI to generate an NFT by linking a picture and relevant metadata to the NFT token.

 

NFTs minted in Tiexo marketplace shall be sold at a Fixed Price advertised in the Marketplace.

 

Tiexo encourages any of the Users who participate in the Collections’ and NFT Minting on the Tiexo Marketplace to go through and fully understand the information provided by Tiexo regarding the terms and conditions for the Collections’ launch and NFT Minting processes before deciding to participate in the Tiexo’s Collections launch / NFT Minting.

 

  • Express waiver of the User’s withdrawal right

 

8.1. Any offer to buy an NFT placed by an User on the Marketplace shall be irrevocable and cannot be modified or canceled.

 

8.2. Once you have purchased an NFT or firmly engaged in an NFT transaction on the Marketplace according to this Terms, You will not be entitled to withdraw any placed offers on the Marketplace, or reverse any NFT transaction or return such NFT, especially considering the digital-nature of NFTs/Contents. DLT technology does not allow the Users to alter or reverse any NFT transaction or automatically return the NFT to the initial Seller. The Blockchain and DLT technology is a decentralized, immutable, append only and distributed ledger, which does not allow You to make any changes, nor to reverse any NFT transaction, neither to return the purchased NFTs.

 

8.3. By accepting these Terms, You hereby firmly, irrevocably and unconditionally: (i) acknowledge and agree with these technical characteristics of the Blockchain and the DLT technology, and (ii) expressly consent to waive the withdrawal right you may be entitled according to any laws, and waive any right to claim Tiexo for any and all damages on this matter/resulting therefrom.

 

  • Payment and taxes

 

9.1. Payment of the NFT price. The NFT sale price (Fixed price) shall be paid exclusively in cryptocurrency set forth by the Seller in the listing offer placed in the Marketplace. Tiexo Marketplace does not accept (and any such transaction is forbidden) for the NFTs purchased by the Buyer, any payments in fiat currency or in money.

 

9.2. Any payments or transactions that you engage into on the Tiexo Marketplace in respect of any acquired NFT, shall be conducted solely through the Blockchain networks using the digital wallets mentioned above. Tiexo does not have any control over the payments or transactions you make, nor to reverse any payments made by you using the above digital wallets. We do not assume any liability towards You for any payments conducted via the Blockchain networks you chose for that payment or transaction.

 

9.3. Tiexo Service Fee. Tiexo shall collect a service fee on the value of deployed transactions on Tiexo Marketplace, respectively a specific fee of 2.5% of the transaction price (“Tiexo Fee”). Tiexo Fee will allow us to support the ongoing development efforts and improve Tiexo Marketplace experience and Services.

 

9.4. Royalty fee. A royalty fee of 10% of the transaction price (“Royalty Fee”) shall be retained of the transaction price (gross up price) and paid to the former owners of any NFT traded on the Marketplace. The Royalty Fee is an automatic payout to the co-owners made on secondary sales of the NFTs. The Royalty Fee is divided between co-owners (i.e. former owners/ holders of the NFT – “co-owners) according to the distribution rules coded and managed by smart contracts on the Blockchain.

 

9.5. Tiexo Fee may suffer changes, or other fees may be added by Tiexo from time to time. We will inform You in advance of any such changes. Royalty Fee and/or Royalty Fee’s co-owners distribution rules may suffer changes following future alterations and changes of the relevant smart contract.

 

9.6. By accepting these Terms you firmly and unconditionally agree and authorize us to retain Tiexo Fee and Royalty Fee directly from payments to you or add these fees to your payments where applicable.

 

9.7. Any payments on Tiexo Fee and/or Royalty Fee shall be paid in cryptocurrency, no fiat-currency being paid as consideration for our Services. Any other fees and specific calculation formula can be found on Tiexo Marketplace.

 

9.8. Taxes. You hereby agree and acknowledge to be solely responsible and liable for: (i) determining any applicable taxes (e.g. value-added tax, contributions; customs or other import or export taxes; any other taxes or fiscal duties, e.g. auction taxes) to your NFT transactions (if any) made on the Marketplace; (ii) declaring and paying any and all taxes claimed or imposed by the tax authorities/any other relevant authority (“Taxes”) related to or deriving from your collection, use, sale, purchase and other NFT transactions conducted via the Marketplace.

 

9.9. Neither Tiexo, nor any of its affiliates, directors or executive officers/employees shall be responsible for determining, calculation, declaration and/or payment of the Taxes that may apply to your NFT transactions. You are obliged to pay or reimburse Tiexo any and all Taxes and amounts, as may be imposed to us by the tax authorities/ any other relevant authority, and you will not be entitled to deduct any Tax amounts from Tiexo Fee or from other amounts payable to us according to these Terms].

  • User conduct

 

10.1. Your conduct

 

YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING AND/OR USING TIEXO MARKETPLACE AND/OR YOUR ACCOUNT, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE MARKETPLACE, YOUR ACCOUNT AND OUR SERVICES AT YOUR OWN RISK AND ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.

 

  • Terms of use. Tiexo hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Marketplace and the Services offered thereby subject to your continuously respecting these Terms. When using Tiexo Marketplace and the Services offered thereunder, you acknowledge and agree with the following representation, warranties and undertakings:

 

  1. Prohibited use/activities. By accepting these Terms and using our Services you warrant and agree that your use of the Marketplace and/ or the Services and activities on the Marketplace will not, by any circumstances:

 

  1. violate or breach these Terms or any other terms regarding or related to the use of our Services, including but not limited to our Privacy Policy, or other terms governing the use of our Services;
  2. violate any applicable laws or regulations (including but not limited to money laundering, terrorism financing, bribery and/or fraudulent activities) or otherwise engage in any illegal and/or immoral activities;
  3. infringe any Third Party IP rights, including any copyright, other intellectual property (i.e. trademark, patent), other proprietary rights;
  4. infringe Tiexo IP rights of the Marketplace, Website or any content thereon, and/or create damage, disable, impair or compromise the use or operation by Tiexo or the other Users of the Marketplace;
  5. involve displaying by the User of any Content on the Marketplace that contains any instigation to hate, violence, or involve abusing, harassing, threatening another User, using any abusive, defamatory, ethically or racially offensive, obscene, sexually explicit or vulgar Content;
  6. disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, design and concept, algorithms or methodology of the Marketplace or any components thereof, or use any robot, spider or other similar automated tool / data gathering or extraction tool or program to access, copy or modify the Marketplace;
  7. provide false or misleading information when registering your account, listing or trading NFTs with Tiexo Marketplace, create an account under fraudulent user details/credentials that could negatively affect, or inhibit other Users to fully benefit from the Services or to use or attempt to use another User’s account without authorization;
  8. place misleading information of NFTs listed in the Marketplace, or the bids or offers placed in the use of Marketplace or our Services;
  9. publish, post, distribute on the Marketplace any obscene, pornographic, indecent or unlawful Content;
  10. conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk or chain messages, or upload content on the Marketplace that contains or is infected with viruses, malwares etc;
  11. upload content on the Marketplace that is immoral or illegal, or contains any other harmful or destructive programs or having deceptive nature;
  12. take any action that detrimentally interfere with, intercept or expropriate any system, data or information belonging to other Users of the Marketplace;
  13. create accounts on the Marketplace by automated means or under false or fraudulent identity;
  14. use, employ and/ or operate an User account by a RPA or other automation solution to engage in any activity or NFT transactions on the Marketplace;
  15. acquire or sell NFTs through inappropriate or illegal means (such as, the use of a stolen tokens, use of illegal or unauthorized payment means, etc.);
  16. breach Tiexo Standard Requirements for listing and trading the NFTs on the Marketplace;
  17. purchase, sell or facilitate the purchase and sale of any NFTs for fiat/ cash price contrary to the Marketplace pricing restrictions (i.e. only NFT to cryptocurrency payments);
  18. use our Services for any other illegal or unauthorized purposes or encourage or promote any activity that violates these Terms including but not limited to the use of the Services in a manner that could negatively affect, prejudice or inhibit other Users from benefiting of the Services or that could damage the proper operation of the Marketplace.

 

10.4. Consequences on your breach. Any use of the Services and/or the Marketplace other than as expressly authorized in these Terms is strictly forbidden. If you engage in any prohibited activity, Tiexo hereby reserves the right, at its sole and absolute discretion, without any notice and/or undertaking any liability, to suspend or terminate your right to use the Services and/or the Marketplace, and/or deregister your account from the Marketplace with no compensation or indemnity being payable by Tiexo. Deregistration of your Marketplace account will not affect your rights over the NFT that you have already acquired, but you will irrevocably lose access to any data in your Marketplace account.

 

  • Assumption of Risks

 

11.1. NFT transactions. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewed the relevant code and rules of the relevant NFT/ smart contract and the NFT itself and you fully understand and accept their characteristics and functions.

 

11.2. We take reasonable measures to ensure the security of your NFT transactions made through the Marketplace. Any purchase or sale of NFTs you make, accept or support granted via Marketplace shall be entirely at your own and exclusive risk.

 

11.3. We do not control or endorse purchases or sales of NFTs outside of the Marketplace. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur following any NFT transactions made outside the Marketplace.

 

11.4. You acknowledge that your purchase of the NFT means you have full ownership rights over the NFT, including the right to trade and transfer the NFT. Your purchase of a particular NFT does not provide you with more IP Rights than those reserved to you under these Terms.

 

11.5. You understand and accept that User NFTs may be minted by third parties unaffiliated with Tiexo, and not by Tiexo itself or on Tiexo’s behalf.

 

11.6. You acknowledge and agree that there are risks associated with purchasing, holding, and using NFTs. By purchasing, holding and using an NFT, you expressly acknowledge and assume all risks including, but not limited to: Seller or Buyer user error such as forgotten passwords, mistyped addresses, incorrectly constructed transactions, incorrectly programmed NFTs, mining attacks, cybersecurity attacks, weaknesses in Tiexo’s security; Blockchain malfunctions or other technical errors, telecommunications failure, malicious software, unfavourable regulatory determinations or actions in one or more jurisdictions (including with respect to NFTs or cryptocurrencies), taxation of NFTs or cryptocurrencies, personal information disclosure, uninsured losses, unanticipated risks, volatility risks, server failure or data loss, corrupted or otherwise inaccessible digital wallets, unauthorised access to applications , inability to access or transfer the NFT, inability to access or display the digital asset, risks arising from third-party providers, including third-party providers that may mint the NFT and/or store the digital asset (Content), and any unauthorized third party activities (such as, penetration of viruses / other malicious code, the use of phishing, changes to the protocol rules of the Blockchain, or other means of attack that may affect, in any way, the NFT or the digital asset (Content). If you have any questions regarding these risks, please contact us at [email protected].

 

11.7. By making a payment with cryptocurrency, you (i) warrant that you are the lawful holder of the said cryptocurrency; and (ii) acknowledge that Tiexo has no liability for your payment not reaching the Seller/Tiexo, including, but not limited to, instances where payment through the Blockchain is unsuccessful. It is solely your responsibility to confirm with Tiexo and where applicable, your third-party wallet provider, that the payment has been approved.

 

11.8. You acknowledge and accept that there is substantial uncertainty as to the characterization of NFTs and other digital assets under applicable law. You acknowledge that your purchase of an NFT complies with applicable laws and regulation in your jurisdiction.

 

11.9. No storage of NFTS on the Marketplace. The Service and/or the Marketplace does not store, ensure the custody, send or receive any NFTs. NFTs (crypto assets) exist only by virtue of the ownership record maintained on its supporting Blockchain network. Any (ownership) transfer of NFTs effectively occurs only within the supporting Blockchain network, and not on the Marketplace.

 

11.10. No advice on NFT. We do not give any advice or recommendations regarding the NFTs or NFT trading on the Marketplace. You understand and agree that you access and use the Marketplace at your own risk. You understand and agree that Tiexo will not be responsible and liable for any communication failures, disruptions, errors, or distortions you may experience when using the NFTs or the Marketplace.

 

11.11. Third Party IP rights. You may display, include or make available in the Marketplace certain NFTs that may include Content from third parties. By using the Marketplace, you acknowledge and agree that the NFTs listed by you on the Marketplace are not infringing any Third Party IP rights over the NFT’s/Content (the User benefiting of all required licenses/use rights over all NFTs components/Content), and are not breaching any applicable laws (including, copyright/ intellectual property legislation).

 

11.12. Tiexo is not responsible and/or liable for examining or evaluating the Content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspects of the NFTs/Contents displayed/ listed by the User on the Marketplace.

 

11.13. We do not warrant or endorse and do not assume any liability or responsibility to you or any other person/entity for any third-party services, Content, materials or products used to develop, list or trade the NFT on the Marketplace.

 

11.14. NFTs price volatility. You understand and agree that your access to, and use of our Services and the Marketplace is subject to certain price volatility risks, such as:

 

(i) the price and liquidity of NFTs are volatile and subjective and may be subject to fluctuations;

(ii) NFTs have no inherent or intrinsic value, the value being discretionary and decided and listed on Marketplace by the Seller on the basis of market supply and demand;

(iii) price fluctuations of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility;

(iv) NFTs are not legal tender and are not backed by any government or financial institution;

(v) NFT transactions are irreversible, and losses due to fraudulent or accidental transactions may not be recoverable (including accidental transactions whereby you provide wrong wallet addresses);

(vi) the value of NFTs is inherently subjective, and factors occurring outside the Marketplace or Blockchain network may materially impact the value and offering for any particular NFT;

(vii) NFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological risks which may prevent access or use of your NFTs.

 

11.15. No warranty on Marketplace operation and content. The Services granted through Marketplace are provided “AS IS” and without warranty of any kind, either express or implied. To the fullest extent permitted by law, we discard all warranties, express or implied, regarding our Services /your use of the Services.

 

11.16. We do not warrant that the content accessible via the Services is accurate, complete or free of viruses or any other harmful components. You agree that your use of the Services and the Marketplace will be at your sole risk. Tiexo shall keep no liability or responsibility for any: (i) User error such as forgotten passwords, defective transactions or mistyped addresses; (ii) any unauthorized access to the Services; (iii) server failure or data loss; (iv) corrupted digital wallet files; (v) any interruption, viruses, phishing, scamming, brute forcing, or other attacks against the Services represents common risk associated with the use of Blockchain technology.

 

11.17. Blockchain uncertainty. You acknowledge and agree that Blockchain technologies are not under the control or influence of Tiexo and are subject to many risks and uncertainties. You are solely responsible for the safekeeping of the private key associated with the Blockchain address you use to benefit from our Services. Tiexo will not be able to restore or issue any refund in respect of any NFTs due to lost private keys.

 

11.18. You acknowledge that Tiexo has no control over the digital wallets linked with the Tiexo Marketplace, with the payments made through the Blockchain, nor do we have the ability to reverse any payments or transactions made by any of our Users. We have no liability for any claims or damages that may arise as a result of any payments you may engage in on the Marketplace.

 

11.19. Risks of smart contract technology. NFTs depend on smart contracts deployed on the Blockchain networks, some of which may be coded or deployed by persons other than Tiexo. Once deployed to the Blockchain, the code of smart contracts cannot be modified. In the event that the smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of the respective Blockchain, the Users may be exposed to a risk of (total) loss and forfeiture of (all) NFTs. Tiexo does not assume any liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law.

 

11.20. Regulatory uncertainty. The new technologies (i.e. Blockchain/ DLT, tokens, cryptocurrencies NFTs) are subject to many regulatory uncertainties. Please take into account that the Tiexo Marketplace may be materially affected by new regulations or policies which could limit or cease the ability of our Users to continue the use of the new technologies, our Services and/or the Marketplace.

 

  1. Indemnity

 

12.1. You agree to defend, indemnify, and hold us harmless from and against any, damages, obligations, claims, losses, liabilities, costs, debts and expenses, including, but not limited to, attorney’s fees, arising from: (i) your use of the Services and/or the Marketplace; (ii) breach of these Terms, including the breach of any restricted activity; (iii) your violation of any provision of these Terms; or (d) your violation of any law or the rights of any third party, including but not limited to Third Party IP rights; (e) any harmful act towards any other User of the Services/Marketplace. We will notify you of any such claim, action, or proceeding which is subject to this indemnification clause, upon becoming aware of it.

 

  • Limitation of liability

 

13.1. You acknowledge that you have obtained sufficient information to make an informed decision on listing, selling and purchasing of NFTs on the Marketplace, carefully reviewed the code and rules of the smart contracts governing the NFT and fully understand their functions, and waive any right to claim damages or indemnity from Tiexo on any such grounds (e.g. misleading or false information etc.). We make no guarantee for your own and commercial decisions to trade or to make transactions on the Marketplace.

 

13.2. As a Purchaser on Tiexo Marketplace you agree and acknowledge that you bear full responsibility for verifying the authenticity of any NFT, Content or any other User information provided on Tiexo Marketplace, when you decide to use our Services on Tiexo Marketplace. We make no guarantees or promises about the identity or authenticity of any NFT on the NFT Marketplace with the exception of the Tiexo’s NFTs.

 

13.3. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for/against any losses you may incur by trading or making transactions of NFTs. The Marketplace may display or make available content, data, information, or materials received from the Users or third parties for which we will not be responsible or liable.

 

13.4. By using our Services, selling or buying NFTs you acknowledge and agree that Tiexo is not responsible for examining or evaluating the NFT (including, any legacy or intellectual property rights over the NFT) or the Content, accuracy, completeness, availability, validity, copyright compliance, legality, decency, quality or any other aspect of such Content and/ or NFT. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services/ materials, breach of Third Party IP rights, or for any other materials, products listed or displayed by the Users in the Marketplace.

 

13.5. By using our Services on the Marketplace you acknowledge and agree that User’s right to claim any damages or other rights against Tiexo are limited by User’s: (i) breaching the prohibited activities, (ii) assumption of risks and (iii) other limitations on Tiexo liability, as provided under these Terms.

 

13.6. Under no circumstances will we be liable or responsible for any indirect, special, incidental, consequential or exceptional damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or loss of data, loss of potential clients, loss of opportunities, or damages for business interruption).

 

13.7. You hereby agree that our (and our directors’, shareholders’ and affiliates’) total, aggregate liability to you, for any kind of claims (including, without limitation, for any breach of these Terms, your inability to access or use (totally or partially) our Services or the Marketplace), whether in contract or tort, warranty or any other liability prescribed by the law, shall be limited to the amount of the Tiexo Fee retained or paid to Us in relation to the respective unique transaction and proved in court.

 

13.8. In addition to the disclaimers and limitations under this Section 13, Tiexo shall rely on and benefit of any specific disclaimers, assumption of risks and limitations of liability mentioned under these Terms.

 

  • Intellectual Property Rights

 

14.1. General terms. With respect to the access to the Marketplace, and the use of our Services, the Users agree and acknowledge that: (i) the Users shall hold only the right to use the Services and the Marketplace features, services and its content, as per the Terms herein and for the purposes herein, while (ii) the Users shall have the intellectual property right over the NFTs as detailed herein below.

 

14.2. Marketplace IP Rights. You acknowledge and agree that Tiexo owns all legal right, title and interest in and to the software, modules, other components, features and services of the Marketplace and all intellectual property rights therein, on a worldwide level, in perpetuity. Tiexo shall hold the ownership of, without limitation to: (i) all text, graphics, typefaces, formatting, designs, editorial content, software and data, (ii) all business processes, procedures, methods, and techniques used in the Marketplace, (iii) all other materials and content uploaded or incorporated into the Marketplace (excluding Content of User’s NFTs), including Marketplace Content (defined below), (iv) all related trade secret rights and other intellectual property rights; (v) all plans/strategies on management, selection, arrangement and enhancement of the Marketplace/ Marketplace Content (“Marketplace IP Rights”).

 

Nothing contained in the Marketplace/these Terms shall be construed as creating or granting to any User any right, title or interest in and to such Marketplace IP Rights, other than the express limited license granted pursuant clause 14.3 of these Terms.

 

14.3. Users license for Marketplace use. Tiexo hereby grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and make personal use of the Marketplace and the Marketplace Content, solely as permitted by the tools, services, functionalities and/or features made available to Users of the Marketplace, subject to continuous compliance with these Terms.

 

14.4. User’s license granted under clause 14.3 above does not confer the User: (i) any ownership right, copyright or any other rights, benefits, entitlements over the Marketplace, or any of the Marketplace content (e.g. materials, information, text, data, image, photos, musical compositions, sound recordings, screenshots, videos, chats, posts – “Marketplace Content”), (ii) any rights of copyright, trademark, logo, design, identifying marks, graphics, and any original works of authorship and/or intellectual property rights that Tiexo (or any of its business partners) may own upon the Marketplace, or (iii) any ownership rights, copyright, or any other rights, benefits, entitlements over Tiexo NFTs or other Users’ NFTs or NFTs’ Content.

 

14.5. Tiexo license right to NFT Content. As a User of our Services and Marketplace you retain all rights to the NFTs and NFT Content you upload, list or trade on the Marketplace. However, for the purpose of providing you the Services and us operating the Marketplace, you grant us a limited, non-exclusive, revocable, royalty-free, non-transferable, non-assignable, non-sublicensable, right and license to access and use the NFTs and the Content of the NFTs.

 

14.6. NFT ownership. You hereby declare and warrant that you have the full ownership, intellectual property rights, and possess all rights, consents, permissions, power and/or authority of/to the NFTs you list and trade on the Marketplace.

 

You agree that the NFT and any NFT Content uploaded/listed by you on the Marketplace will not contain any NFT Content, material subject to any Third Party IP Rights (including, without limitation to any copyright or other proprietary rights), unless you have the necessary permission or are otherwise legally entitled to post the NFT material, Content and to grant us the license described above.

 

14.7. Right to refuse NFT listing or to withdraw the NFT from the Marketplace. We have the right, anytime at our sole discretion, to remove or to refuse uploading, listing or trading any NFT or any NFT Content on the Marketplace, impose additional restrictions on your ability to use the Marketplace/our Services, or take any other necessary or appropriate measures or actions (on our sole discretion), in any of the following situations (without limitation to): (i) you breach any prohibited activities, restrictions or the provisions of these Terms, (ii) you are not the owner/title holder of the NFT, NFT Content or any elements or rights hereof, so as to be able to trade that NFT on the Marketplace, (iii) the NFT or NFT Content infringes any Third Party IP Rights, or Tiexo IP Rights over the Marketplace or over Tiexo NFTs, (iv) you are restricted or not allowed to list, trade or conduct any NFT transactions (full restriction), or any transactions with those NFTs listed by you on the Marketplace, (v) the NFT or NFT Content violates any laws, regulations (including any intellectual property laws, regulatory laws, consumer protection laws, etc.)

 

14.8. Transfer of NFT ownership. Your ownership of NFT will be recognized by us only if you have purchased validly and rightfully from a legitimate source the User NFT you place for sale/ trade on the Marketplace. For instance, if you purchase a Tiexo NFT on our Marketplace, you own the respective NFT and you have the right to sell, transfer or trade it on the Marketplace.

 

14.9. Ownership of the NFT and any NFT transactions thereof are mediated entirely and transferred by digital technology of the relevant Blockchain networks on which NFT is stored and the NFT transactions are conducted. When you place an offer to buy an NFT, which is followed by the consummation of the NFT transaction on the Marketplace, the ownership over the purchased NFT shall be transferred from Seller to you (as Buyer) on the basis of these Terms and the terms on which you agreed the NFT transaction to be made (as per the rules of the applicable Blockchain/smart contracts). Specifically, the transfer of ownership over the NFT shall be deemed made on the basis of the characteristics, purchase price, Tiexo Fee, Royalty Fee, and other transaction particularities displayed and agreed by the Seller and the Buyer on the Marketplace (and recorded by the relevant Blockchain network). The Ownership transfer will be considered as occurring at the moment the Buyer completed the NFT transaction (i.e. the moment when the Buyer receives the status “completed transaction” or other similar message/ records made by the digital ledger technology).

 

14.10. Restrictions on ownership of the NFTs. You acknowledge and agree that, when you purchase an NFT on the Marketplace, you buy only the ownership right over the respective article/unit of the NFT – as that NFT is identified by the smart contract address and token ID. You do not acquire all proprietary rights over the NFT or any Flagship Collections underlying intellectual property or over the NFT Content or Flagship Collections’ content (including design).

 

14.11. The full ownership over intellectual property rights will rest with Tiexo or the User listing the User’s NFT on the Marketplace, provided that the User can prove the legitimate ownership of intellectual property rights over those NFTs.

 

14.12. You agree that, with respect to your NFTs purchased on the Marketplace, you may not (nor allow any third party to do or attempt to do) any of the foregoing, without the Seller’s (including Tiexo, as applicable) prior written consent, in each case:

(i) modify the design/Content of the components of NFT IP rights / Collections (including, but not limited to, the shapes, designs, drawings, attributes, or colour schemes);

(iii) use the design/ Content of the components of NFT for any actions that encourage to depict hatred, intolerance, violence, cruelty, or hate speech;

(iv) sell, distribute for a profit, or otherwise merchandise the Collection identity, design, the design of the tools, engineering and technical solutions of Collection, which shall rest, at all times, in Tiexo’s intellectual property;

(v) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content/design of the Collection; or

(v) use the Content/design of the purchased NFTs for your or any third party’s commercial benefit, by breach of these Terms.

 

14.13. Complains on IP rights infringement. We prohibit the sale of stolen or fraudulently/rights-infringing Collection identity, design, the design of the tools, engineering and technical solutions of Collection, Tiexo NFT on our Marketplace, and we will take any reasonable appropriate actions provided in these Terms to protect the proprietor’s intellectual property rights.

 

14.14. If you have reason to believe that any NFT displayed on Tiexo Marketplace was illegally acquired, procured, designed or developed, please contact us immediately at [email protected].

 

14.15. You acknowledge and agree that, we may (but are not obligated) review or monitor the NFT, the NFT Content uploaded and displayed on the Marketplace for any infringement of a Third Party’s IP rights. We take no responsibility and we cannot guarantee or warrant the authenticity, originality, legality or value of any NFT of the NFT Content traded by Users on the Marketplace.

  1. Termination and discontinuance of Services

 

15.1. Tiexo may terminate or suspend all or part of the Service or your right to use the Account and/or the Marketplace, terminate or permanently modify any part of the Services, to any User for any reason, at any time without prior notice, and without notice or liability for breach of these Terms.

 

15.2. We reserve the right to modify or discontinue, in our sole discretion, a part or whole of the Services, the access or use of the Marketplace, for a limited period of time or permanently, with or without prior notice, and at any time, in any situation specifically described under these Terms.

 

15.3. In case of termination of your right to use our Services, or if you decide to deregister your account on the Marketplace, or otherwise terminate these Terms, you will not receive any refunds for any NFT purchases that you made or might make on the Marketplace.

 

It is your sole responsibility to back up the digital wallet secret phrase/ addresses and private keys.

 

15.4. Upon any cause of termination of these Terms, whether by you or Tiexo, you will no longer have access to the Marketplace, and any NFT (including NFT Content) you have listed on the Marketplace, and you acknowledge and agree that we will have no obligation to maintain or manage any such information and NFT on the Marketplace.

 

15.5 We reserve the right to refuse future registration to former Users whose accounts have been deregistered following the termination of these Terms due to their fault (including, by breaching these Terms).

 

  • Final provisions

 

16.1. Data protection. Our Privacy Policy describes the rules on which we collect and process and share personal data.

 

16.2. Governing law. Jurisdiction. These Terms shall be governed by the Romanian law. Any disputes that may arise from or in connection with these Terms/this Agreement shall be settled by the Romanian courts of law where Tiexo has its headquarters located.

 

We encourage you to send us any message on any of your inquiries, complaints, questions or concerns regarding the Services/ Tiexo at: [email protected].

 

16.3. Assignment. You agree that you cannot assign any rights, liabilities or obligations arising from or in connection with these Terms of Services.

 

16.4. Communication. Any communication or notice with us should be addressed and sent electronically to [email protected].

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