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 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.

5. Anti-Money Laundering Provisions

5.1. We reserve the right, at any time, to require you to provide additional information and documents at the request of any competent authority or in accordance with any applicable laws and regulations in relation to anti-money laundering or combating the financing of terrorism.

5.2. We further reserve the right to share submitted information and documentation to third parties to verify the authenticity of the submitted information and you agree to this by using our Services.

5.3. We reserve the right to suspend and/or terminate your account if you do not promptly provide us with the requested information or upon our discovery of any actual or suspected fraudulent activity, money laundering, criminal activity, and/or acts that are contrary to these Terms.\

5.4. You have the sole responsibility of ensuring that you have the legal rights in accordance with applicable laws to engage in any and all transaction carried out on this Platform. To make sure all transactions are legally compliant, we may (but we are not obliged to) review the legality of the transactions carried out by you and take necessary actions in accordance with applicable laws and regulations.

6. Licence to Access and Use the Platform

6.1. You are granted a limited, non-exclusive, non-transferable, non-sublicensable, and personal licence to access and use our Services and the Platform; provided, however, that such licence is subject to these Terms and does not include any right to:

6.1.1. sell, resell or use commercially the Services and Content (defined below);

6.1.2. distribute, publicly perform or publicly display any Content,

6.1.3. modify or otherwise make any derivative uses of the Service or Content, or any portion thereof,

6.1.4. use any data mining, robots or similar data gathering or extraction methods,

6.1.5. download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, and

6.1.6. use the Service or Content other than for their intended purposes.

6.2. “Content” refers to all content and other materials contained on the Platform, including, without limitation, our logos, registered and unregistered trade marks, trade names and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof.

6.3. We reserve the right to exercise judgement in allowing or disallowing certain inappropriate assets, listings and/or smart contracts. Assets, listings and smart contracts that we deem inappropriate, disruptive, or illegal are prohibited on the Platform.

6.4. Subject always to Clause 6.3 above, Content that is deemed by us to be “not safe for work” (“NSFW”) may be sold or otherwise dealt with on our Platform. However, we reserve the rights to handle such NSFW Content differently than non-NSFW Content, including but not limited to:

6.4.1. the separation of listings from those featuring non-NSFW Content;

6.4.2. marking NSFW Content and associated NFT listings as ‘NSFW’; and/or

6.4.3. applying certain restrictions on the buyers who are allowed view and to purchase the corresponding NFTs.

7. User Conduct

7.1. You warrant that:

7.1.1. you will comply with any and all rules, regulations and/or applicable laws and regulations governing the practice of law in your jurisdiction in connection with the use of the Services;

7.1.2. you are responsible for all content that you may submit or otherwise transmit via the Platform (“User Content”) and you agree to indemnify, defend, hold harmless and undertake to keep us indemnified against any losses, damages, costs liabilities and expenses incurred or suffered by us arising out of the User Content you submit, post to or transmit through the Platform.

7.1.3. you are the sole legal and beneficial owner of and own all rights and interests in your User Content and/or otherwise as for the purposes set out in these Terms, and that your User Content will not infringe any third party rights;

7.1.4. your User Content will not contain any material which is unauthorised, inaccurate, harmful, abusive, obscene, libellous, defamatory, threatening or otherwise illegal;

7.1.5. you will not publish, distribute, send or upload any inappropriate, obscene sexually explicit, racist, sexist, defamatory, discriminatory, harassing, violent or offensive content, whether illegal or not;

7.1.6. Your User Content will not contain any viruses, malware or harmful or malicious code which could damage or adversely affect the performance of the Services, the Platform or any device accessing such User Content, Services or the Platform;

7.1.7. You undertake to keep us and our affiliates, officers, agents, partners, and employees indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of your breach of any of the warranties and/or Terms or any alleged negligence, wilful misconduct.

7.2. You agree not to:

7.2.1. use the Platform or Services other than as authorised and in accordance with these Terms;

7.2.2. copy our Content or use the Services for any other purpose that is not envisaged within these Terms;

7.2.3. copy, modify, translate or create derivative works of our Content and/or Services or any part thereof;

7.2.4. send spam or other unwelcomed communications to others, or act in an unlawful, defamatory, libellous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Services and the Platform;

7.2.5. use any device, software, routine or use the Services in any way that interferes with any application, function, or use of the Services, that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, including but not limited to our security mechanisms of the Platform;

7.2.6. reformat, frame or mirror the Services;

7.2.7. decompile, disassemble or reverse-engineer the underlying software or application that is part of the Services or otherwise attempt to derive its source code;

7.2.8. use the Services either directly or indirectly to support any activity that is illegal, fraudulent, abusive and/or amoral including but not limited to violating our Intellectual Property Rights or that of others;

7.2.9. infringe or violate any applicable laws and regulations in relation to anti-money laundering or combating the financing of terrorism in the use of the Services and/or Platform;

7.2.10. use the Services in such a way or attempt to commercially exploit any part of the Services without our permission, including without limitation modify any of the Service’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;

7.2.11. access and/or use the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; and

7.2.12. authorise any third parties to do any of the above.

8. User Content and Intellectual Property Rights

8.1. When you provide, submit or transmit your User Content to us for the purpose of it being used on the Platform, via the Services, for the issuance of a corresponding NFT, or for use by any Third Party Service Providers, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, transferable right and licence to use, host, store, cache, reproduce, publish, display, distribute, transmit, modify, adapt, and create derivative works of your User Content, without any further consent, notice and/or compensation to you or others, subject to the relevant legislations and the Privacy Policy.

8.2. If you wish to dispute any Content and/or User Content uploaded by other Users, or feel that the Content or User Content is false, intentionally misleading, defamatory, offensive, or infringes upon your rights (Intellectual Property Rights or otherwise) you may communicate directly with us for the purposes of verifying the Content or taking down the Content and/or User Content from the Platform. We can be contacted by using the “Submit a request” link here.

8.3. All User Content transmitted through the Services is the sole responsibility of the person from whom such User Content originated. We do not verify the veracity of, nor do we validate or endorse, any User Content posted or supplied by you or any third party provided to us. We assume no responsibility for the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them. Further, you agree that upon our release of the name and email address of the relevant User to you, the discretion of which lies solely with us, you shall waive and release any and all claims, actions or otherwise which you have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns in relation to the same.

8.4. We reserve the right to, in our sole reasonable discretion, remove any Content, User Content and/or NFT listing from the Platform at any time, and for any reason, without notice. You acknowledge and agree that the Company shall not be liable for any damages arising from such removal.

9. Our Intellectual Property Rights

9.1. We own all Intellectual Property Rights in our Content, the Platform and the Services. You can only use our Intellectual Property Rights for the specific purpose of using the Platform and/or obtaining the Services provided by us.

9.2. These Terms do not convey any proprietary interest in or to our Intellectual Property Rights.

10. Indemnification by the User

10.1. To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Company from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (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 Service, the Content and/or NFTs, (b) any feedback or User Content you provide, (c) your violation of these Terms, and (d) your violation of the rights of a third party.

10.2. You agree to promptly notify the Company of any third party Claims and cooperate with the Company in defending such Claims. You further agree that with the Company shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

10.3. Except where otherwise provided in these Terms, where you have incurred any liability to us, whether arising from or under these Terms or otherwise howsoever arising, we may without notice to you set-off the amount of such liability against any liability of us to you arising from or under these Terms, whether either such liability is liquidated or unliquidated, present or future, accrued or contingent. We reserve the right to freeze any NFTs and/or cryptographic tokens (as the case may be) in your account until the resolution of any Claims as set out in Clause 10.1.

10.4. In the event that monetary damages are awarded or granted to the Platform as a result of a Claim, we reserve the right to deduct or seize a corresponding amount of fiat currency, NFTs or any other digital asset, directly from your account without further notice to you, and we will release the remaining assets in your account to you after such deduction or seizure.

11. Rights to Underlying Works

11.1. Unless parties have agreed otherwise, this Clause 11 shall apply.

11.2. Where applicable, the NFT holder is granted a limited, worldwide, non-assignable, non-sublicensable, royalty-free licence to use and display the work underlying the relevant NFT (“Work”) (legally owned and properly obtained by the NFT holder) for non-commercial purposes and for other purposes envisioned in these Terms. The NFT holder’s limited licence to use and display the Work for non-commercial purposes, includes, but is not limited to, the right to:

11.2.1. for the purpose of promoting, sharing, commenting and discussing the NFT holder’s ownership of the relevant NFT, or interest in the Work (eg. on social media platforms, blogs, digital galleries, decentralised virtual worlds, galleries, museums, virtual environments, and any other internet-based media platforms); and

11.2.2. where applicable, on third party exchanges, platforms, marketplaces or applications in association with an offer to sell, or trade, the NFT associated with the underlying Work.

11.3. For the avoidance of doubt, the NFT holder acknowledges and agrees that it may not, nor permit any third party to, do or attempt to do any of the foregoing without the explicit consent in writing of the owner of the Work:

11.3.1. use the Work for commercial purposes, including selling copies of the Work, selling access to the Work, selling derivative works incorporating the Work, or commercially exploiting the Work via other means;

11.3.2. modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Artist’s honour or reputation;

11.3.3. use the Work to advertise, market, or sell any third party product or Service;

11.3.4. use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;

11.3.5. incorporate the Work in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms;

11.3.6. sell, distribute for commercial gain, or otherwise commercialise merchandise that includes, contains, or consists of the Work;

11.3.7. attempt to trademark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Work;

11.3.8. attempt to mint, tokenize, or create an additional cryptographic token representing the same work, whether on or off of the Platform;

11.3.9. falsify, misrepresent, or conceal the authorship of the Work; or

11.3.10. otherwise utilise the Work for the NFT holder’s or any third party’s commercial benefit.

12. Restrictions on Withdrawals of NFTs

12.1. In some instances, an NFT holder may be restricted from withdrawing his/her NFT from the Platform. You hereby acknowledge and agree that such restrictions may be imposed upon you depending on the type of NFT you hold and/or for bona fide reasons that may arise from time to time.

12.2. The Company shall not be liable to you for any loss, damage or delay caused by the restrictions imposed upon your trading of the relevant NFT.

13. Disclaimers

13.1. Unless expressly provided for in writing by the Company, the NFTs on the Platform are provided on an ‘as is’ and ‘as available’ basis without warranties or conditions of any kind, either express or implied.

13.2. The Company makes no representations or warranties as to the quality, origin, or ownership of any content or Works found in relation to the NFTs. The Company shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content.

13.3. NFTs are cryptographic tokens that are recorded and maintained on the Binance Smart Chain. You acknowledge and agree that the Company does not guarantee that it can/will transfer the ownership of the relevant NFT to you upon purchase.

13.4. Access to the Platform

13.4.1. We will endeavour to the best of our abilities, within commercially reasonable means, to ensure that the Platform and the Services are available at all times.

13.4.2. Notwithstanding the foregoing, we (a) do not warrant that your use of the Services will be uninterrupted or error-free or that the Services will meet your requirements; (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet; (c) shall not be responsible for non-performance of the Platform or Services caused by any use that is contrary to our Terms, instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and (d) shall not be responsible for any loss or damage arising from your failure to keep your passwords secure and confidential.

13.4.3. You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such facilities.

14. Assumption of Risk

14.1. You acknowledge and accept that the risk of lack of market acceptance and adoption, market volatility, lack of a secondary market for trading and/or restrictions on trading in a secondary market, unforeseen software bugs, volatile price fluctuations of the resources used, cybersecurity issues or disruptions remain and the Company shall not be liable to you for any loss, damage or delay caused by the delay or failure of the trading of NFTs on the Platform, cyber hacking, fraud or any form of cybercrimes committed against the Company, the Platform or you in respect of all matters.

14.2. The regulatory status of cryptographic tokens, including NFTs, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. In the event that any relevant authority makes changes to existing laws, regulations and/or rules or financial institutions make commercial decisions and such changes/decisions negatively impact the provision of Services, the Platform or the NFTs in various ways, the Company shall be entitled to cease the Services and operation of the Platform in any jurisdiction without incurring any liability whatsoever to you.

14.3. Due to the relatively nascent nature of the blockchain technology, the relevant blockchain may also be prone to periodic congestion, failure, or cyberattack, during which the delivery of the relevant NFTs being traded on the Platform may be delayed indefinitely or irretrievably lost due to no fault of ours. Accordingly, you acknowledge and accept that no liability whatsoever is assumed by us for losses or delays to you caused by any such factors.

14.4. You acknowledge and accept the risks of dealing with smart contracts, losing money due to fluctuations in the price of digital assets (including but not limited to NFTs traded on this Platform), purchasing an NFT with underlying User Content (including counterfeits, mislabelled assets, assets that are vulnerable to metadata decay, assets which contain bugs, assets that may be untransferable etc.).

15. Limitation of Liability

15.1. Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

15.2. We shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:

15.2.1. any loss of profits, sales, revenue, business, data, use, goodwill or other intangible losses, or pure economic loss;

15.2.2. any indirect, incidental, exemplary, punitive or consequential loss, costs, damages, charges or expenses;

15.2.3. any actions taken by us in good faith in accordance with the information and instructions you have provided in connection with the Services;

15.2.4. any loss or damage caused by malware, distributed denial-of-service attack, or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform or Services;

15.2.5. any damages relating to your access to, use of, or inability to access or use the Platform or Services;

15.2.6. any damages relating to any conduct or content of any third party or another User, including without limitation, defamatory, offensive, unlawful or illegal conduct;

15.2.7. any content, services or goods provided by a related party to any Third Party Service Provider, including the quality of such services or goods;

15.2.8. any consequences arising in connection with any event which occurs by reason of forces outside of our control. This includes any event, or a series of related events, that is outside of our reasonable control, including but not limited to acts of God, acts of civil or military authority, acts of customs authorities, national emergencies, industrial action, fire, abnormally adverse weather conditions, earthquakes, catastrophes, wars, insurrections, riots, security threats, pandemics and/or material network or other material telecommunications failures and material delay by common carriers.

15.3. Our total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, including any professional and legal costs, arising in connection with these Terms, the access to and use of the Service and content, or the purchase of any products on this Platform, shall be limited to the greater of (a) USD 100 or (b) the amount of Platform Fees received by the Platform from the sale of the relevant NFT(s) that is/are the subject of the claim.

15.4. For the avoidance of doubt, the foregoing sets out our total financial liability to you in respect of any breach of these Terms, including but not limited to any Personal Data or data security breach.

16. Third Party Service Providers

16.1. You acknowledge that we may engage and incorporate the services of Third Party Service Providers to assist in providing and/or enhancing the Services. You hereby consent and authorise us to delegate the authorisations you provide to us to such Third Party Service Providers as we deem necessary to provide the Services to you.

16.2. Our Services may be provided by or may incorporate the services provided by Third Party Service Providers (“Third Party Services”). The use of Third Party Services will require your agreement to certain additional terms and conditions provided by the applicable Third Party Service Provider. By using our Services, you hereby agree to the applicable terms of service and privacy policies (as the case may be) of such Third Party Service Providers.

16.3. You hereby expressly waive and release any and all claims, actions or otherwise which you have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns arising from your use or interaction with any Third Party Services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services.

17. Modification to the Service

17.1. To the maximum extent permitted by the applicable law, we reserve the right in our sole and absolute discretion, to amend, modify, alter or supplement these Terms and the Services provided from time to time, without prior notice to you.

17.2. You should check back on the Platform often to confirm that your copy and understanding of these Terms is current and correct. Your non-termination or continued use of the Platform and Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates.

18. Termination

18.1. The Company may, without notice and in its sole discretion, terminate these Terms and your right to access or use the Service at any time, and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

18.2. Termination of these Terms shall not affect the effect of Clauses 2, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18.2, 19, 20, 21, 22 and 23.

18.3. No termination shall release you from any liability which at any time of such termination has already accrued to the Company or which may accrue thereafter in respect of any act, omission or breach prior to such termination.

19. Governing Law and Dispute Resolution

19.1. These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Singapore.

19.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore, administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

20. Waiver

20.1. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

21. Severability

21.1. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

22. Entire Agreement

22.1. These Terms of Use constitute the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.

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.