Acceptance of NFT Terms and Conditions

These Terms and Conditions (“NFT Terms”) constitute a legally binding agreement between NIFTY LUXE, Inc., a Delaware corporation whose principal office address is NY, NY 10803 (the “Company”, “NIFTY-LUXE”, “we”, “us” or “our”), and you or any end user (each, a “User”, “you”, or “your”) governing your purchase of any and all non-fungible tokens minted, created or distributed by Company (the “NFTs” or “NIFTY-LUXE NFTs”), whether purchased or sold on, by, or via the NFTLX e-commerce platform (the “NIFTY-LUXE Platform”), Rarible.com, Bloctobay bay.blocto.app, OpenSea.io, Binance.com, Foundation.app, Rarible.com, NiftyGateway.com, or such other URL as may be designated by the Company from time to time (collectively, the “Sites”), as well as any software, e-commerce platform (including the NFTLX Platform), mobile apps, web applications, decentralized applications, smart contracts, and APIs, or other related services or applications thereto (collectively, the “Services”). The Company and the Users are each sometimes referred to as a Party and together the Parties.

The Company contracts, directly or indirectly, with various professionals, artists, celebrities and influencers (each a “Creator” and collectively, the “Creators”) to mint and sell NFTLX NFTs associated with their original underlying images and works and related media (e.g., 3D, video, audio) (together with all associated art, design and drawing, the “Works”), and making use of the names, nicknames, images, likenesses, and personae of the Creators (the “Name and Likeness”). The Company and you hereby agree that the Creators are intended and express third-party beneficiaries of all of the provisions of these NFT Terms and shall have the right to enforce the terms and conditions of these NFT Terms against you or the Company, as applicable, to prevent the breach thereof, or to exercise any other right, or seek any other remedy, which may be available to it as a third-party beneficiary of these NFT Terms. For the avoidance of doubt, as a third-party beneficiary, Creators shall benefit from all terms and conditions provided in these NFT Terms to the benefit of Nifty-Luxe, including without limitation all disclaimers, limitations and exclusions of liability, and indemnity rights, even if such clauses only refer to NIFTY-LUXE and its affiliates, and accordingly all obligations, covenants, representations and warranties made by Users shall be deemed to have been made for the benefit of Creators in addition to NIFTY-LUXE.

These NFT Terms are in addition to any terms and conditions that apply in relation to your access to and use of the Sites or any other third-party URL (“Third Party Sites”). In the event of a conflict between any terms and conditions or any Third-Party Sites and these NFT Terms, these NFT Terms will supersede and control with regard to the relationship between you and the Company, the NIFTY-LUXE NFTs, and the Services.

By accessing, bidding on, purchasing, or selling any NFTLX NFTs, you are deemed to have read, accepted, executed, and agreed to be bound by these NFT Terms. We may change or amend the NFT Terms at any time in our sole and absolute discretion. Any changes to these NFT Terms will be in effect as of the “Last Revised” date referred to at the top of this page. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. You agree and acknowledge that NIFTY-LUXE NFTs, the Services (which includes the NFTLX Platform), and the relationship between the Company and its partners may change from time to time without prior notice to you, including by adding new features or removing or modifying existing features.

To the fullest extent permissible, these terms set forth the legally binding terms and conditions that govern you use of NIFTY-LUXE NFTs and the sites or services in connection with the NIFTY-LUXE NFTs. By accessing or using the sites or services in connection with NIFTY-LUXE NFTs, you are accepting these terms (on behalf of yourself and the entity (if applicable) that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself and the entity (if applicable) that you represent). If you do not agree with all of the provisions of these terms, you are prohibited from bidding in any auction for NFTs, purchasing or using NIFTY-LUXE NFTs, or accessing, using or transacting on the sites or services in connection with NIFTY-LUXE NFTs. You further represent and warrant that you are otherwise legally permitted to use the sites and services in your jurisdiction and agree that the company is not liable for your compliance with such applicable laws.

If any provision of these nft terms or any future changes are unacceptable to you, do not use or continue to use nifty-luxe nfts or the sites or services in connection with nifty-luxe nfts. Your continued use of the nifty-luxe nfts or the sites or services in connection with nifty-luxe nfts following the posting of any notice of any change to these terms of service shall constitute your acceptance and agreement to such change.

You acknowledge that you have had the opportunity to seek and obtain legal counsel in connection with (and prior to accepting) these nft terms, and any election by you not to seek and obtain legal counsel shall be at your sole risk.

Arbitration notice: these nft terms contain an arbitration clause. Except for certain types of disputes mentioned in that arbitration clause, you and the company agree that disputes between us will be resolved by mandatory binding arbitration, and you and the company waive any right to participate in a class-action lawsuit or class-wide arbitration.

Eligibility

By agreeing to these NFT Terms, you represent and warrant that:

(i) You are at least 18 years of age (or the minimum age required in your jurisdiction of residence to use the Sites or Services);

(ii) You have the full right, power, and authority to agree to these NFT Terms;

(iii) You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, the European Union (EU), any EU country, the UK Treasury or the US Office of Foreign Assets Control (OFAC), or any governmental authority in any jurisdiction in which the Sites, Services, or NIFTY-LUXE NFTs are available (collectively, “Sanctions”);

(iv) You are not impersonating any other person;

(v) You will not use the Sites, Services, or any NIFTY-LUXE NFT if any applicable laws in your country of residence prohibit you from doing so in accordance with these NFT Terms;

(vi) You have a cryptocurrency wallet capable of supporting and accepting an NFT, over which you have control; and

(vii) You are compliant with all applicable laws, rules and regulations to which you are subject.

Rights in NFTLX NFTs

You acknowledge and agree that NIFTY-LUXE (or, as applicable, the Creators and NIFTY-LUXE’s other licensors) own all legal right, title and interest in and to the Work associated with any NIFTY-LUXE NFT that you purchase, and all intellectual property rights therein. The rights that you have in and to the purchased NFT and the associated Work are limited to those expressly stated in this section.

NIFTY-LUXE and its licensors reserve all rights in and to the purchased NFT, Name and Likeness, and Works not expressly granted to you in these NFT Terms. All purchases of NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the NFT, any disruption to the operations of any components of the NFT, or any other reason whatsoever.

The NIFTY-LUXE NFT is mediated by the blockchain network on which it is minted, which as of the Effective Date is the Ethereum Blockchain (the “Blockchain”). When you purchase or otherwise lawfully acquire a NIFTY-LUXE NFT, subject to and conditional upon your continued compliance with these NFT Terms, you have a worldwide, perpetual, non-exclusive and non-transferable (except as expressly provided in this Rights in NIFTY-LUXE NFTs section), limited license to use, copy, and display the Work associated with your NIFTY-LUXE NFT for so long as you own it, solely for the following purposes: (a) for your own personal, non-commercial use; or (b) as part of any third-party website or application that permits the inclusion, involvement, storage, or participation of your NIFTY-LUXE NFT, provided that the website or application cryptographically verifies each NFT owner’s rights to display the Work for their NFTs to ensure that only the actual owner can display the Work, and provided that the Work is no longer visible once the owner of the NFT leaves the website or application. As it relates to the preceding rights, you shall be considered to control the licensed rights (i.e., your rights to an NFT that you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain).

The User’s limited license to display a NIFTY-LUXE NFT is further limited to the right to display the NFT privately or publicly: (i) for the purpose of promoting or sharing the User’s purchase, ownership, or interest in the NFT, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the NFT; (iii) on third-party Marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the NFT within one or more virtual environments.

In addition to other conditions and restrictions set forth herein, the foregoing license rights are subject to the rights of the Creators, including in respect of Name and Likeness and associated rights of privacy and publicity.

Your ownership of any purchased nft will only be recognized by us if you have purchased or otherwise rightfully acquired such nifty-luxe nft in accordance with these nft terms, and purchasing or otherwise acquiring any nifty-luxe nft is an acceptance of these nft terms.

You have the limited right to transfer your NIFTY-LUXE NFT, provided that (i) the transferee accepts all of these NFT Terms and all of the applicable NFT marketplace terms of service; (ii) NIFTY-LUXE is paid [twenty percent (10%)] of the gross amounts paid by such party relating to the NFT, including but not limited to any transfer price and any other related compensation (e.g. (1) if the transfer price is the equivalent of $100,000 then NIFTY-LUXE will be entitled to $10,000 or (2) if the transfer price is equivalent to $100,000 and an additional $50,000 is paid as related use fee then NIFTY-LUXE would be entitled to $15,000). Such payment shall be paid on the same terms and at the same time as you are paid; (iii) You have not prior to the transfer violated any of the NFT terms or NFT marketplace terms; and (iv) the party receiving the NFT provides NIFTY-LUXE with a valid e-mail address.

Other Restrictions on the User’s Limited License

The User agrees that it may not, nor may it permit any third-party to, do or attempt to do any of the following without the Company’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to a NIFTY-LUXE NFT which would be prejudicial to the Company’s or Creator’s honor or reputation; (ii) use the NFT or its associated work to advertise, market, or sell any third-party product or service; (iii) use the NFT or its associated 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; (iv) incorporate the NFT or its associated 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 NFT Terms or solely for your personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the NFT or its associated work; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same work represented by the NFT or its associated work; (viii) falsify, misrepresent, or conceal the authorship of the work represented by the NFT or the NFT itself; or (ix) otherwise utilize the NFT or its associated Work for the User’s or any third-party’s commercial benefit.

If the Work associated with your NIFTY-LUXE NFT contains Third Party IP (including, but not limited to, intellectual property from Creator [and artist]), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Work, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and we reserve every right to) pass through additional restrictions on your ability to use the Work; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section.

The limited license granted in the Section above applies only to the extent that you continue to own the applicable NIFTY-LUXE NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your NIFTY-LUXE NFT for any reason, the license granted will immediately expire with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Work(s) for that NFT.

The restrictions in this Section will survive the expiration or termination of these NFT Terms.

Termination

The rights granted hereunder shall automatically terminate and all rights shall return to NIFTY-LUXE if (a) at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your purchased NIFTY-LUXE NFT for any reason except as specially provided in these NFT Terms; (b) the email address you provide to NIFTY-LUXE is no longer valid; (c) you breach any of the NFT Terms or NFT marketplace terms; (d) you have a receiver or similar party appointed for your property, become insolvent, acknowledge your insolvency in any manner, make an assignment for the benefit of your creditors, or file a petition of bankruptcy; (e) you engage in any unlawful business practice related to the NFT; or (v) you disparage NIFTY-LUXE or its licenses, including any Creator, and/or and each of their parent, subsidiary and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys and employees.

RISK DISCLOSURES AND ASSUMPTION OF RISK

You acknowledge the risks associated with nfts and other digital assets and cryptocurrencies, and related transactions, and assume all risks in relation to the foregoing. These risks and associate risk factors include the following: (a) volatility of blockchain and digital assets; (b) uncertainty of tax treatment for nft transactions; (c) risks arising from a hard fork in the blockchain on which the nft is stored; (d) risks arising from the uncertain regulatory environment surrounding blockchain technologies and cryptocurrencies; and (e) risks relating to hardware, malicious software and unauthorized actors. In addition, you acknowledge that there is substantial uncertainty as to the characterization of nfts and other digital assets under applicable law. and regarding the laws and regulations that apply to cryptocurrency and nft transactions and matters, including whether ucc article 2 applies to any sale of the foregoing, and that cryptocurrencies and nfts may be subject to compliance and trade regulations, anti-money laundering and bribery laws, and other rules and regulations. By entering into this agreement you expressly acknowledge and assume all risks including, but not limited to, risk of losing access to digital assets due to loss of private key(s), custodial error or purchaser error, risk of mining attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. You acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens (like nfts and ether), token storage mechanisms (such as token wallets), and blockchain technology and blockchain-based software systems to understand and appreciate the risks and implications of selling nfts and holding cryptocurrency pursuant to the sale of nfts or otherwise. You acknowledge that you have obtained sufficient information to make an informed decision in relation to the foregoing.

Any purchase or sale you make, accept or facilitate of a nifty-luxe nft will be entirely at your risk. you acknowledge that you have obtained sufficient information to make an informed decision to purchase a nifty-luxe nft, including carefully reviewing the code of the smart contract and the nifty-luxe nft and fully understand and accept the functions of the same. we do not control or endorse purchases or sales of nifty-luxe nfts beyond their initial purchase from the company. 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 by transacting, or facilitating transactions, in nifty-luxe nfts. Certain parts of the sites and services may display, include or make available content, data, information, applications or materials from third parties (“third party materials”). By using the sites and services, you acknowledge and agree that company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such third party materials. 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, third party materials, or for any other materials, products, or services of third parties.

You accept the inherent security risks of providing information and dealing online over the internet, and you agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence.

You further expressly represent and warrant that you understand and are willing to accept the risks associated with cryptographic systems such as the smart contracts, the ethereum blockchain, the ethereum network, the flow blockchain, the flow network, non-fungible tokens, and the interplanetary file system.

We will not be responsible or liable to you for any losses you incur as the result of your use of the ethereum network, the ethereum blockchain, or any other applicable blockchain, or any electronic wallet, including but not limited to any losses, damages, or claims arising from: (a) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (b) server failure or data loss; (c) corrupted wallet files; (d) unauthorized access or activities by third-parties, including but not limited to the use of viruses, phishing, brute-forcing or other means of attack against the sites, services, ethereum network, ethereum blockchain, any other applicable blockchain, or any electronic wallet or browser which interacts with the same.

NFTLX Makes No Representations or Warranties

To the extent permitted by applicable law, NFTLX and its affiliates make no representations or warranties about the accuracy or completeness of content available on or through the site or about products, the value or title of Nifty-Luxe NFTs or their associated works, or the content of any third-party websites or services linked to or integrated with our site.

Nifty-Luxe and its affiliates will have no liability for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage resulting from your access to or use of the site or consumption of any products; (c) any unauthorized access to or use of our servers or of any personal information or user data; (d) any interruption of transmission to or from the site; (e) any bugs, viruses, trojan horses, or the like which may be transmitted on or through the site or services by any third-party; (f) any loss or damage of any kind incurred as a result of the use of any content posted or shared through the sites or services; or (g) loss or damaged caused by another user’s violation of these terms.

Disclaimers and Limitations on Our Liability

Except as expressly provided to the contrary in writing by the company, you expressly understand and agree that your access to and use of the sites, services, and Nifty-Luxe nfts is at your sole risk and that Nifty-Luxe nfts are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied.

You acknowledge and agree that we have made the Nifty-Luxe NFTs available to you and entered into these terms in reliance upon the representations and warranties, disclaimers and limitations of liability set forth in these NFT terms, which reflect a reasonable and fair allocation of risk between us and you and form an essential basis of the bargain between us and you. we would not be able to provide the nifty-luxe NFTs to you without these limitations.

To the extent permitted by applicable law, nifty-luxe and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, and licensors disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and those arising out of course of dealing or usage of trade.

To the maximum extent permitted by law, in respect of any and all claims hereunder in relation to the sites, services, and/or nifty-luxe nfts: (i), our company and its affiliates will not be responsible for any (a) lost profits, revenues, business opportunity or data, financial losses, or (b) indirect, special, consequential, exemplary, or punitive damages, and (ii) the total liability of our company and its affiliates, for any claims under these terms, including for any implied warranties, is limited to the lesser of (a) the total amount you paid to us in fees in connection with the applicable nifty-luxe nft transaction; and (b) ten thousand united states dollars (usd $10,000). In each case, whether liability for the foregoing arises or is asserted on the basis of contract, tort (including negligence or strict liability), civil liability, or otherwise and whether or not foreseeable, even if the company or its affiliates have been advised or was aware of the possibility of same.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

In addition to, and without limiting, the foregoing acknowledgements and disclaimers:

The Company Does not Guarantee the Value or Title of NIFTY-LUXE NFTs or the Associated Works

The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NIFTY-LUXE NFT, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the NFT ecosystem, and therefore the potential utility or value of NIFTY-LUXE NFTs. The Sites, Services, NIFTY-LUXE NFTs, and digital assets could be impacted by one or more regulatory inquiries regulatory actions, or legislative policies which could impede or limit the ability of the Company to continue to develop NIFTY-LUXE NFTs, or which could impede or limit your ability to access or use NIFTY-LUXE NFTs or their associated blockchains. NIFTY-LUXE NFTs may be encumbered by actual or possible copyright or trademark claims against the NFT.

You understand and agree that your access to, and use of, NIFTY-LUXE NFTs is subject to certain risks including without limitation:

(i) The price and liquidity of collectible blockchain assets, including the NFTs, are extremely volatile and subjective and may be subject to fluctuations;

(ii) Collectible blockchain assets, including the NFTs, have no inherent or intrinsic value;

(iii) Fluctuations in the price 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;

(v) Transactions involving NFTs may be 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 collectibles, including the NFTs, is inherently subjective, and factors occurring outside the Company’s control may materially impact the value and desirability of any particular NFT;

(vii) The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear; and

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

You Acknowledge the Risks of Smart Contracts and Blockchain Technology

Transactions involving NIFTY-LUXE NFTs, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the respective blockchain (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or NIFTY-LUXE NFTs, or lost opportunities to buy or sell NIFTY-LUXE NFTs. The Company assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.

You Assume the Risk of Interacting with Smart Contracts

Users hereby acknowledge and assume the risk of initiating, interacting with, participating in marketplace or auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the NIFTY-LUXE NFTs, smart contracts, the marketplace, auction, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Sites, Services, applicable Third-Party Sites, and in initiating blockchain-based transactions.

No Attacking or Interfering with the Smart Contracts Underlying NIFTY-LUXE NFTs

Users are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract connected to a NIFTY-LUXE NFT. Operations performed by a User that is technically permitted by a smart contract connected to a NIFTY-LUXE NFT may nevertheless be a violation of our NFT Terms and the law.

The Company Makes No Representations or Warranties

Nifty-Luxe makes no representations or warranties, express or implied, written or oral, made by or on behalf of nifty-luxe in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any nifty-luxe NFT or its associated work, smart contract code, or software.

The Company is Not Liable for the Outcome of Any Marketplace Transaction or Secondary Sale of NIFTY-LUXE NFTs

For the avoidance of doubt, and in addition (and without prejudice) to any other disclaimers and limitations of liability contained herein, neither the company nor its affiliates shall be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a marketplace transaction or secondary sale of a nifty-luxe NFT, whether or not nifty-luxe has been advised or knew of the possibility of such damages.

The Company is Not Liable for Third-Party Conduct or Third-Party Sites

We neither own nor control the Third-Party Sites or any other blockchain or third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of NIFTY-LUXE NFTs or the Services. We will not be liable for the acts or commissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.

The NIFTY-LUXE NFTs or the Sites may include hyperlinks to Third-Party Sites, which are provided solely as a convenience to our users. We have no control over any Third-Party Sites. You acknowledge and agree that we are not responsible for the availability of any Third-Party Sites and that we do not endorse any advertising, products, or other materials on or made available from any Third-Party Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the Third-Party Sites, or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products or other materials on, or made available from, any Third-Party Sites.

You are Prohibited from Manipulating Market Prices

Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the smart contracts connected to NIFTY-LUXE NFTs, or otherwise transacting, in any manner, with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of a NIFTY-LUXE NFT, groups of NIFTY-LUXE NFTs, or NIFTY-LUXE NFTs created by particular artists.

Users are Prohibited from Bidding on, Making Offers on, or Purchasing Their Own Works

All Users, including Creators (as defined below), are expressly forbidden from bidding, purchasing, or making offers on their own listed or offered NIFTY-LUXE NFTs, especially for the purpose of artificially influencing the price of the listed item(s).

Users are Prohibited from Anticompetitive Conduct

Users are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a NIFTY-LUXE NFT, simulate demand for a NIFTY-LUXE NFT (i.e., “wash trading”), or any other anti-competitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding.”

Users are Prohibited from Using the Marketplace to Conceal Economic Activity

Users are expressly forbidden from selling NIFTY-LUXE NFTs, listing NIFTY-LUXE NFTs for auction, making bids during an auction, purchasing a NIFTY-LUXE NFT, or engaging in any other marketplace transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Sites, Services, and any smart contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for a NIFTY-LUXE NFT for any other reason than to obtain the NIFTY-LUXE NFT. All Users expressly represent and warrant by performing transactions involving the NIFTY-LUXE NFTs that their actions are legal under United States law and other applicable laws, including the laws of any jurisdiction from which they initiate the transaction.

The NIFTY-LUXE NFTs and Services are the Property of the Company

You acknowledge and agree that, subject to the limited license granted to you under these NFT Terms, we (or, as applicable, our licensors) own all legal rights, title, and interests in and to all elements of the NIFTY-LUXE NFTs and Services. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Services and NIFTY-LUXE NFTs (collectively, the “NIFTY-LUXE Materials”) are owned by the Company or its licensors, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All NIFTY-LUXE Materials are the copyrighted property of the Company or its licensors, and all trademarks, service marks, and trade names contained in the NIFTY-LUXE Materials are proprietary to the Company or its licensors. Except as expressly set forth herein, your use of the NIFTY-LUXE NFTs and Services does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the NIFTY-LUXE NFTs or Services. We and our licensors reserve all rights in and to the NIFTY-LUXE Materials not expressly granted to you in these NFT Terms.

Re-listing NIFTY-LUXE NFTs

In the event that you list a NIFTY-LUXE NFT in a sale on any NFT marketplace such as the NIFTY-LUXE Platform, Binance.com, Gaia, Bloctobay, BakerySwap, Rarible, OpenSea, SuperRare (each, and their associated Sites, a “NFT marketplace”), or the like, you acknowledge and agree that:

(i) you must only list a NIFTY-LUXE NFT that you own;

(ii) your listing must be accurate, current, complete and include all the relevant information on the relevant NIFTY-LUXE NFT;

(iii) your listing must not be misleading (including through the omission of any material information with respect to the NIFTY-LUXE NFT listed for sale); and

(iv) you acknowledge and accept that any sale of such NIFTY-LUXE NFT will be final and that you will not be able to cancel the same or retain ownership in such NIFTY-LUXE NFT following the completion of the sale transaction with respect to the relevant NIFTY-LUXE NFT.

We reserve the right, in our sole and absolute discretion to, as applicable, directly amend (or request the respective NFT marketplace to amend) any listing to supplement, remove, or correct information that may be inaccurate or materially misleading with respect to a NIFTY-LUXE NFT.

Specific Terms for the Creators

In creating the NIFTY-LUXE NFTs, Company contracts directly or indirectly with various Creators to mint and sell NIFTY-LUXE NFTs associated with their original underlying images and works and related media (e.g., 3D, video, audio) (the “Creator’s NFT Media”). Company may enter into an addendum or NFT services agreement with any Creator (a “Creator Addendum”) setting forth terms for submitting Creator NFT Media for the purpose of minting associated NIFTY-LUXE NFTs. If there is a conflict between a Creator Addendum and these NFT Terms, the provisions of the Creator Addendum shall take precedence for such Creator. Pursuant to such Creator Addendums, the Creators have agreed that:

  • The Creator grants to the Company a perpetual, irrevocable and exclusive right and license to use, reproduce, display the Creators’ NFT Media in connection with the promotion of the Creators’ NFT Media, the Creators’ NFTs and the NFT Marketplace. For clarity, unless otherwise specified in a Creator Addendum, the exclusive license granted above means that a Creator cannot itself, or grant to any other party any right to, use, reproduce, display the Creator’s NFT Media in connection with non-fungible tokens or any other blockchain collectibles, platforms or services.
  • Creator will provide Company with high-resolution images and other embodiments of such NFT Media as reasonably requested by Company in order for the Company to exercise its rights to the Creator’s NFT Media.
  • Company shall have the sole control over the promotion and marketing of the Creator’s NFTs, including the sole discretion to select certain Creator’s NFTs or Creators to participate in events hosted by Company.
  • As reasonably requested by Company, Creator will support Company in the promotion or marketing of the Creator’s NFTs through participation in the marketing activities as agreed upon by the parties in a Creator Addendum.
  • In connection with the promotion of the Creator’s NFTs, Creator grants the Company a right to use the name, image, photo, biography, signature and likeness of the Creator solely in connection with the marketing and promotion of the Creator’s NFTs.
  • Creator will not engage in any promotion or marketing of Company, NIFTY-LUXE NFTs, the Services, or any Creator’s NFTs in a manner that is misleading or deceptive or not in compliance with applicable law.
  • Creator must disclose any material connection between the Creator and the Company in any such promotion in a clear and conspicuous manner, including in close proximity to any such marketing statements.
  • Creator will not promote or market the Creator’s NFTs in a manner intended to give buyers the impression that such NFTs are investment products or that they can expect capital appreciation or derive profits from purchase of such NFTs, or indicate that such NFTs may be characterized as securities or any other form of regulated investment product in any applicable jurisdiction.
  • If requested by Company, Creator will reasonably cooperate with Company to validate the authenticity of the Creator’s NFTs and the Creator’s NFT Media.
  • Creator further acknowledged and agreed the Company will charge a fee which is [20%] (or other percentage or fee as provided in a Creator Addendum) of the purchase price for any sale of the Creator’s NFTs. For the avoidance of doubt, the schedule of fees and commissions owed between any Creator and NIFTY-LUXE with respect to any Creator NFT shall be ultimately be governed as provided in a Creator Addendum.

Verification and Payment

When you make purchases through the Sites or Services, including, without limitation, any purchase for NIFTY-LUXE NFTs, you must provide and maintain valid payment information with us or such Third-Party Site, as appropriate. You represent and warrant that you are authorized to use the payment method you use to make any purchase. If applicable, you authorize us to charge your payment method for the total amount of your purchase price. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in with respect to the Site, Services, or NIFTY-LUXE NFTs, or any other payment or transactions that you conduct via the Third-Party Sites. We do not provide refunds for any purchases that you might make on or through the Sites – whether for NIFTY-LUXE NFTs or anything else.

Taxes

You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Sites, Services or NIFTY-LUXE NFTs, except for income taxes levied on us as a result of such purchases of NIFTY-LUXE NFTs. Neither the Company nor its affiliates or employees are responsible for determining the taxes that may apply to your NFT transactions. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes from payments (including servicing fees) made to us pursuant to these NFT Terms.

Copyright Infringement Complaints Under the Digital Millennium Copyright Act

NIFTY-LUXE respects the intellectual property rights of others, and the Company will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (DMCA) and these NFT Terms, including removing or disabling access to content claimed to be infringing. Company may, but is not obligated to, monitor the NIFTY-LUXE NFTs for any infringement of a third party’s intellectual property rights. However, Company cannot undertake to review all such content before it is posted on the Sites, and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, Company assume no liability for any action regarding transmissions, communications, or content provided by any user or third-party.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the Artist responsible for minting the removed content so that a Counter-notification may be filed if applicable. On receiving a valid Counter-notification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA Take-Down Notice or Counter-notification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney. The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the Artist responsible for minting the removed content so that a Counter-notification may be filed if applicable. On receiving a valid Counter-notification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our policies do not protect any information contained in any DMCA Take-Down Notice or Counter Notification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the DMCA, we recommend that you speak with an attorney.

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any content represented by a NIFTY-LUXE NFT infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly
  4. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
  5. A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  7. **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Responding to a DMCA Notice with a Counter-Notification

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
  3. A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
  4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit your DMCA Take-Down Notices and Counter Notifications to us by email.

Email Address: Info@nftlx.io

Subject/Heading of Email: NIFTY-LUXE NFT DMCA Take Down Notification

DMCA Notices Must Comply With These Requirements

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Infringers May Be Liable to Users and the Company

Pursuant to their respective Creator Addendums, Creators have expressly agreed to refund to the User and/or NIFTY-LUXE the entire proceeds received from the sale of a NIFTY-LUXE NFT that was subsequently removed from sale, circulation, or from any marketplace pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counter-notification. NIFTY-LUXE, under any circumstance, will not be held liable to any User for removing allegedly infringing works from sale, circulation, or any marketplace or otherwise fulfilling its legal obligations under the DMCA.

User Agree to Cooperate with the Company

All Users expressly agree (and Creators, pursuant to their respective Creator Addendum have expressly agreed) to cooperate and timely respond to the Company’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Users agree to initiate a “burn” transaction upon the Company’s request for works or NIFTY-LUXE NFTs that have been marked for permanent removal from sale, circulation, or any marketplace due to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.

Arbitration Agreement & Waiver of Certain Rights, Including Jury Trials and Class Actions

Please read this section carefully because it limits certain rights, including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in the applicable jams rules, and the right to certain remedies and forms of relief. Other rights that you or the company would have in court also may not be available in arbitration.

You Agree to Arbitration and to Waive Your Rights to a Jury Trial

You agree to resolve any disputes between us through binding and final arbitration instead of through court proceedings. You waive your right to any jury trial of any claim.  

All controversies, claims, counterclaims, or other disputes arising between you and the Company relating to these NFT Terms, NFTLX.io, any NIFTY-LUXE NFT, or any of our Services, except for claims by us relating to intellectual property rights and confidentiality, shall be submitted for binding arbitration before JAMS. For claims greater than $250,000, the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply. For claims less than or equal to $250,000, the JAMS Streamlined Arbitration Rules in effect at the time the arbitration is commenced will apply.  

The arbitrator will apply the substantive law of the State of New York, exclusive of its conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement. Either Party may commence arbitration by providing to JAMS and the other Party to the Dispute a written demand for arbitration, setting forth the subject of the Dispute and the relief requested. The existence of a Dispute and the observance by the Parties of the Dispute resolution procedures in this Section will not: (a) excuse any Party from continuing to perform its obligations under this Agreement; or (b) suspend any obligation to pay any amount otherwise due and payable under this Agreement unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute.

The arbitration will be heard and determined by a single arbitrator.  As part of the arbitration, both Parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Dispute. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies. If any Dispute leads to an arbitration or other legal proceeding to resolve such Dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding.

This arbitration agreement does not preclude you or the Company from seeking action by federal, state, or local government agencies.  You and the Company may also bring qualifying claims in small claims court.  In addition, you and the Company retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these NFT Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these NFT Terms.

Class Action Waiver

You may not act as a class representative or private attorney general, nor participate as a class member of any class claimants with respect to any claim. Claims may not be arbitrated on a class or representative basis.  You may only bring individual claims, and the arbitrator may only decide individual claims.  The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

Indemnification

You agree to indemnify and hold harmless the Company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these NFT Terms by you, a co-conspirator, or anyone using your account.  If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

No Assignment of the Terms

No User may assign or transfer any rights or obligations under these NFT Terms without the prior written consent of the other party, and these terms shall be binding upon any future successor of each such party. For the avoidance of doubt, the Company may assign this any rights or obligations under these NFT Terms without your prior consent.

Third-Party Rights

These NFT Terms do not, and are not intended to, confer any rights or remedies upon any person or entity other than you.

Governing Law and Jurisdiction

These NFT Terms and all matters related to them and/or any NIFTY-LUXE NFT will be governed by, construed, and enforced in accordance with the laws of the State of New York, as they are applied to agreements entered into and to be performed entirely within New York and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. You agree that any action of whatever nature arising from or relating to these NFT Terms, the Sites, or our Services, which pursuant to these NFT Terms may be brought in a court, shall be brought ONLY in the appropriate state or federal court located in New York County, New York; and you irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York County, New York for the adjudication of all claims. You consent and submit to the personal jurisdiction of such courts for any such action.  The failure by us to enforce any right or provision of these NFT Terms will not prevent us from enforcing such right or provision in the future. 

Contact

General questions or comments about NIFTY-LUXE NFTs, the Services, or these NFT Terms should be sent either by mail to info@nftlx.io, or by contacting the customer support team at info@nftlx.io.

Please print a copy of these NFT Terms for your records.