Terms of Use
Last Updated: October 17, 2021
1. Introduction
1.1 These Terms of Use ("Terms") form a contract between you ("your" or "User(s)") and Trophee Digital Pte Ltd (the "Company", "us", "we" or "our"), a company incorporated in Singapore, and governs your access to and use of the Trophee Manga NFT Platform ("Platform"). The Platform includes the website (trophee.xyz), and related services and apps.
1.2 By using, visiting, accessing or registering an account with the Platform, you agree to accept and be bound by the terms and conditions set out in these Terms and the policies referenced herein and/or available by hyperlink. Please read these Terms carefully and in its entirety.
1.3 You agree that by clicking "Sign Up", "Login" or similar buttons, accessing, registering or using our Services in any way, you are entering into a legally binding agreement with us. For clarity, this agreement also applies to unregistered Users. By doing the above, you also agree that you have accepted our Privacy Policy, and other terms that may be displayed to you at the time you access the Services (defined below).
2. Definitions and Interpretation
2.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:
2.1.1 "Artist" or "Mangaka" means a creator who mints a corresponding NFT for his/her own work on the Platform.
2.1.2 "Intellectual Property Rights" includes all the worldwide rights, titles and interests including but not limited to copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, rights in confidential information (including know-how), patents, rights to inventions, trade secrets, and all other intellectual property and similar rights which subsist or will subsist now or in the future in any part of the world;
2.1.3 "NFT" means any non-fungible token that is created based on a Mangaka's Work (as defined in Clause 11.2) and sold on the Platform from time to time, including but not limited to Manga NFTs.
2.1.4 "Personal Data" means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which we have or are likely to have access, including data in our records as may be updated from time to time. Examples of such Personal Data include an individual's name, NRIC, passport or other identification number, telephone number(s), residential address, email address and any other information relating to any individual;
2.1.5 "Primary Sale" refers to the first sale of the relevant NFT after its creation;
2.1.6 "Privacy Policy" means our privacy policy located at the link here;
2.1.7 "Secondary Sale" refers to each subsequent sale of the relevant NFT after the initial Primary Sale;
2.1.8 "Services" means all services, features or functions provided by the Company via the Platform and the software used to provide the Platform;
2.1.9 "Third Party Service Provider(s)" means any third party service provider which provides services which are necessary in order for us to operate the Platform and/or provide the Services and any third party service provider which we engage in relation to the storage and/or processing of Content and Personal Data;
2.1.10 "User" means any person that uses the Services and the Platform, excluding Artists and/or Mangakas.
3. Prices and Fees
3.1 NFT Sales
3.1.1 The Platform allows you to purchase NFTs from a Mangaka (in the case of a Primary Sale), as well as from other Users (in the case of a Secondary Sale).
3.1.2 Offers made by you on the Platform are legally binding, revocable offers to purchase an NFT, capable of immediate acceptance by the Mangaka or the NFT holder (as the case may be). By making an offer, you agree to temporarily send and lose control over an amount of offered cryptocurrency to a smart contract. The smart contract is configured to hold the offered currency until an offer is accepted by the Mangaka (in the case of a Primary Sale) or the NFT holder (in the case of a Secondary Sale).
3.1.3 Upon the sale of the relevant NFT, if you are an unsuccessful bidder, the offered cryptocurrency will be released back to you. The Platform or the NFT holder (as the case may be) has the unilateral authority to accept the bid.
3.1.4 For the avoidance of doubt, bids placed during an auction cannot be cancelled. Therefore, if you have won the bid, the auction transaction will be processed accordingly.
3.2 Platform Fees
3.2.1 You agree that the Platform has the right to collect a percentage of the total sale price for the Primary Sale and/or Secondary Sale of each NFT on the Platform ("Platform Fees"). The applicable Platform Fee shall depend on which cryptocurrency (eg. Manga Tokens or ETH) is used by the buyer to pay for the transaction and will be stated on the Platform prior to relevant Primary Sale and/or Secondary Sale. Where applicable, you agree to the automated collection and disbursement to the Platform of Platform Fees.
3.3 Mangaka Fees
3.3.1 You agree that the Mangaka has the right to collect a percentage of the total sale price of each NFT each time the NFT is sold in a Secondary Sale ("Mangaka Fees"). Where applicable, you agree to the automated collection and disbursement to the Mangaka of Mangaka Fees, via the Platform or otherwise.
3.4 Gas
3.4.1 The Binance Smart Chain and Ethereum chain requires the payment of a fee ("Gas") for every transaction that occurs on the Binance Smart Chain or Ethereum chain. Except as otherwise explicitly stated in writing, you acknowledge and agree that you will incur the Gas in relation to each and every transaction associated with you via your use of the Platform and the Services (including the Gas fees in relation to the creation of the NFT you have bought during a Primary Sale). You acknowledge and agree that under no circumstances will a contract, agreement, offer, sale, bid, and/or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that Gas is non-refundable under all circumstances.
3.5 Taxes
3.5.1 You are solely responsible for determining the amount of applicable taxes for the transactions you carry out on the Platform and will be solely responsible to pay any and all sales, use, value-added and other taxes and/or duties claimed or imposed by any governmental authority associated with your use of the Platform and our Services.
3.6 No Refunds
3.6.1 All transactions on the Platform are final and all fees are non-refundable except at the sole discretion of the Company (for Platform Fees and other fees within its control) or applicable third parties (Mangakas, Binance Smart Chain miners, etc.).
4. Registration and Account
4.1 Eligibility
4.1.1 Subject to Clause 4.1.2 below, you confirm that (i) you are more than 18 years old, (ii) you will only have registered account with us in your real name, (iii) you have not been restricted by us in using any of the Services and (iv) you are otherwise fully able and competent to accept, abide and comply with these Terms of Use.
4.1.2 If you are below the age of 18, you must obtain: (i) the consent of your parent(s) or legal guardian; (ii) their acceptance of the Terms and conditions herein; (iii) their guarantee in respect of your obligations under these Terms; and (iv) their guarantee in respect of your obligations in relation to any transactions on the Platform; before using the Services.
4.2 Registration
4.2.1 When registering to gain access to and use the Services, you agree to provide us with true, accurate, current and complete information and details and other information that we may reasonably require to provide you with the Services. You also agree to keep your contact information up to date.
4.2.2 Your registration constitutes consent to use all User information that you may provide or upload onto the Platform, including any Personal Data which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied.
4.2.3 Save that we will comply with all applicable law relating to data privacy (including the Personal Data Protection Act 2012 of Singapore), nothing in these Terms shall be deemed to impute an obligation of confidentiality on us with respect to your registration information. If required by law (including a court order and a government or regulatory demand or requirement having the force of law), we will disclose such information, including but not limited to your registration information, as so ordered.
4.2.4 You are solely responsible for the management of your account and password. You are solely responsible for restricting access to your computer(s) and maintaining the confidentiality and security of your account, login details, passwords, and all activities that occur under your account. You must notify us in writing immediately if you become aware of any unauthorised use of the account or password. You agree that the account will be used by you only and will not be shared with or transferred to others.
4.2.5 You are solely responsible for any activity on the Platform and use of the Services arising out of any failure to keep your password confidential and you may be held liable for any losses arising out of such a failure. We cannot and will not be liable for any loss or damage arising therefrom.
4.2.6 For security purposes, including the investigation of whether any User is using the Platform for fraud, money laundering, insider trading and/or other unlawful activity, we have the right, and sole discretion, to immediately
a. terminate your account;
b. restrict your access to the entire Platform or parts thereof;
c. suspend the provision of Services to you;
d. report your activity to the relevant law enforcement officials and provide evidence in support for such officials to conduct their investigations; and/or
e. take any action which we deem appropriate to the circumstances.
23. Third Party Rights
23.1 No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its Terms.
Contact Us
If you have any questions about these Terms, please contact us at:
Email: legal@trophee.xyz
Or: Submit a request
Last Updated: October 17, 2021