The Platform’s functionality includes the ability for you to purchase and / or receive non-fungible tokens (“NFTs”) from companies that have agreed to sell or offer their NFTs through the Platform (the “Brand”). Such NFTs reference an asset (“Asset” or “Assets”) which is a digital asset created by the Brand and / or other rights otherwise lawfully held by the Brand, including but not limited to visual works, audiovisual works, animations, audio, photographs, 3D works, documents, GIFS and other forms of digital works.
You agree to carefully review these Terms as they are a legally binding agreement between you and Ethos. If you do not agree with these Terms, you are not permitted to access or use the Platform and you should exit the Platform, cease using the Platform immediately and, if you have downloaded or installed any content on to your devices, uninstall any content from such devices immediately. By accessing the Platform or using the Platform in any capacity, including but not limited to a) submitting information to us (regardless of whether you register an Account), b) initiating or completing any transactions, including NFT Transactions, c) downloading, installing or using any content from the Platform or d) accessing or using any other aspect or functionality of the Platform, you are fully accepting and hereby agreeing to these Terms.
Ethos reserves the right to modify these Terms at any time with or without notice to you. It is your responsibility to ensure that you are aware of the current Terms when and each time you access or use the Platform. If you continue to access or use any aspect or functionality of the Platform after any revisions to these Terms you will be deemed to have accepted those revised Terms in full.
For avoidance of doubt, you acknowledge that your acceptance of these Terms is supported by good and valuable consideration provided to you including, but not limited to, the utility provided to you by your access to and use of the Platform in any manner whatsoever (whether or not you register an Account or complete a transaction) and the Platform Limited License granted to you in these Terms to access and use the Platform, and accordingly you hereby acknowledge the receipt and sufficiency of such consideration.
Laws and Regulations
Your access to the Platform and use of the Platform in any capacity is subject to all applicable international, federal, provincial, state and local laws and regulations.
Entire Agreement and Additional Terms and Conditions
Ethos, through our operation of the Platform, provides you with the ability to purchase and / or receive NFTs from the Brand. The Brand is the entity selling NFTs to you and issuing NFTs to you. Therefore, in addition to these Terms, your purchase, receipt or use of NFTs are subject to terms, conditions and other policies issued at the sole discretion of the Brand. You acknowledge and agree that Ethos has no control over such additional terms, conditions and other policies and that it is your sole responsibility to read, understand and comply with such additional terms, conditions and other policies.
Your Account and Security
In order to access certain features of the Platform and in order to use the Platform to conduct certain transactions, including NFT Transactions, you will be required to register an account (an “Account”) within the Platform.
When you register an Account, you will be required to provide us with certain personal information, which may include your e-mail address, mobile phone number, display name, password and payment information as well as any other information required by Ethos (the “Login Information”). You agree that by initiating or completing the process of registering an Account, you grant express consent to Ethos to contact you at any time through the e-mail address, mobile phone number or through any other communication method provided by you. You acknowledge that the Platform may require authentication, verification or validation of any or all of the Login Information in order to establish and to use your Account. You agree that all information provided by you, including all Login Information, will be accurate and complete and that you will promptly update such information if and when it changes.
You acknowledge and agree that you do not have, and that you will not have at any time, any ownership rights to or of your Account in whole or in part.
You represent and warrant that your use of your display name associated with your Account will not violate or infringe upon the trademark, trade dress or other proprietary, privacy, publicity or personal rights of any third party. Without limiting any other rights and remedies, Ethos reserves the right to change your display name if Ethos determines, acting reasonably and in its sole and absolute discretion, that the use of your display name may be perceived to be indecent or may infringe on the proprietary or privacy, publicity, moral, personal rights or intellectual property rights of any third party.
You are solely responsible for protecting the confidentiality and maintaining the security of your Login Information and all information associated with your Account by responsibly and consistently performing and continually maintaining prudent security practices including, but not limited to, a) restricting access to your computers, devices or media system platforms, b) safeguarding sensitive information including all Login Information, c) constructing passwords of sufficient and appropriate complexity and length, and d) maintaining high levels of security protocols for your Account, your external cryptocurrency wallets, e-mail accounts and your other relevant accounts. You agree to undertake to maintain at all times adequate security and control of all of your Login Information that you use to access or use the Platform. You must ensure that any Account registered under your name, display name, email address, mobile phone number or other relevant credentials will not be used by any other person or entity. You must notify us immediately of any breach in security of your Login Information or unauthorized use of your display name, email address, password or any other security information at email@example.com. We are not responsible for any unauthorized access of your Account even if you have advised us of as such. You are solely responsible for all activities that occur within your Account, including but not limited to all transactions, including all NFT Transactions, and all account information changes whether or not such transactions and activities have been transacted, initiated or authorized by you.
We reserve the right to deny registration of your Account and to restrict your ability to access the Platform or to use the Platform or to use certain functions within your Account, including the ability to perform any transactions, including NFT Transactions, on the Platform, based on any criteria established by Ethos in its sole discretion including, but not limited to a) your country or jurisdiction of residence, b) your email address, c) your billing address, or d) for any other reason determined at the sole discretion of Ethos. You accept that we may cancel, delete or terminate your Account without advance notification based on your country or jurisdiction or for any other reason at the sole discretion of Ethos.
We reserve the right to restrict or limit the number of Accounts you may register, access or use at our sole discretion and at any time and without advance notification to you.
We reserve the right to suspend, restrict or delete your Account, or access to your Account, at any time and without advance notification for any reason determined by Ethos in its sole discretion including, but not limited to a) if there is any suspicion by us that the person or entity logged into your Account is not you, b) if we identify irregular, unusual or high risk transactions, including NFT Transactions within your Account, or c) if we suspect that your Account may have been or might be used for any illegal, fraudulent, unauthorized, unmoral or inappropriate purposes. Under no circumstances shall Ethos be responsible or liable for any direct or indirect losses, damages or costs suffered by you or suffered by any other party, due to the consequences of transactions, including NFT Transactions, conducted within your Account or due to the termination, suspension, restriction or deletion of your Account or due to the termination, suspension, restriction or deletion of access to your Account by Ethos.
Appropriate Use of Your Account
You agree to use the Platform and your Account only for purposes that are legal, proper, moral and in accordance with these Terms and any applicable laws or regulations. Without limitation, you may not, and may not allow any third party to: (i) send, enter, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable or inappropriate content on the Platform or through any other channel that refers to the Platform or Ethos; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, enter, post, transmit or otherwise make available through the Platform, or through any other channel that refers to the Platform, any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud Ethos, users, Brands, or any other party or provide false, inaccurate or misleading information to Ethos; (vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of other parties; (viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); (ix) interfere with another individual’s or entity’s access to or use of the Platform; (x) defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; (xi) incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; (xii) harvest or otherwise collect information from the Platform about any other party, including without limitation any Login Information; (xiii) exploit the Platform for any unauthorized commercial purpose; (xiv) modify, adapt, translate, copy or reverse engineer any portion of the Platform; (xv) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform; (xvi) reformat or frame any portion of the Platform; (xvii) display any content on the Platform, or through any other channel that refers to the Platform, that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, any third party rights or moral decency; (xviii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about users or any other parties for any unauthorized purpose, or to cause harm in any manner to the Platform; (xix) create Accounts by automated means or under false or fraudulent pretenses; or (xx) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services or the business of Ethos.
Unauthorized Access to Password Protected / Secure Areas
Access to the Platform and use of password protected and/or secure areas of the Platform is restricted to authorized users only. Unauthorized individuals or entities who may attempt to access the Platform may be subject to criminal or civil prosecution or both.
Hardware, Software and Connectivity
You are responsible for providing all equipment and software necessary to connect to the Platform and access and use the associated functionality of the Platform, and you are responsible for any fees, including any fees associated with internet connection, mobile data services and similar third-party fees that you incur when accessing or using the Platform. You acknowledge that the Platform may not be functional under certain circumstances or compatible with, in whole or in part, with some hardware devices, operating systems, browers or browser versions.
Purchase prices and fees
The purchase price of NFTs purchased through the Platform shall be calculated as a) the successful price offered by you for the purchase of the NFTs, plus applicable sales taxes plus b) all Fees, plus applicable sales taxes (together the “Purchase Price”).
All transactions, including NFT Transactions, events and activities that you perform on the Platform, and any services provided by the Platform to you shall be subject to various fees, plus applicable sales taxes, (“Fees”) as established from time to time at the sole discretion of Ethos. You acknowledge that a component of the Fees may include a variable component that may represent our costs associated with interacting with the blockchain for any transactions, including NFT Transactions, that occur on the blockchain, specifically including minting NFTs, transferring NFTs and processing cryptocurrency payments. Such variable costs may vary, often unpredictably and materially, and are entirely outside of the control of Ethos. You therefore acknowledge that the Fees that Ethos will charge you may also vary unpredictably and materially based on the nature of the transaction, the time the transaction is performed or other factors. You acknowledge that under no circumstances will any contracts, agreements, offers, purchases, bids, or any other transactions, including NFT Transactions, that you initiate on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Fees for the given transactions were unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that all Fees are non-refundable under all circumstances.
The Purchase Price shall be denominated in the currency specified on the Platform for the relevant transactions, including NFT Transactions. All payments for the Purchase Price must be received in full by Ethos in the currency of the stated Purchase Price irrespective of the payment method selected by you.
By accessing and using the Platform, you hereby acknowledge, consent to, and accept the full legal liability and responsibility to pay Ethos the full and relevant Purchase Price for the purchase of the NFTs and to pay Ethos in full for all other Fees as determined by Ethos in its sole discretion. You acknowledge that any transactions, including NFT Transactions, that you perform on the Platform are conditional subject to Ethos confirming receipt of your payment relating to such transactions, including NFT Transactions, in addition to all other terms and conditions set out in these Terms.
Secondary Market Fees
Ethos does not support secondary market transactions. Ethos does not have, nor do we intend to have, any obligation to provide secondary market functionality or services at any time. You are solely responsible to determining the risk and feasibility of attempting to or entering into secondary market transactions on other platforms for any NFTs that you may have purchased or received through the Platform and Transferred to your external blockchain wallet.
In the event that you are able to attempt, initiate or perform secondary market transactions on other platforms relating to NFTs purchased or received on the Platform, you hereby acknowledge that any such secondary market transactions, if possible, will be subject to terms and conditions applied by such other platforms and as specific to such secondary market transactions and may include significant additional fees and taxes charged to you and / or to subsequent registered owners, bidders or buyers associated with the NFTs. All such terms, conditions and fees are entirely outside of the control of Ethos.
Further, you hereby consent to the receipt by Ethos of any royalties for any secondary market sales of NFTs, if available and possible, as paid to Ethos by any other secondary market platform, marketplace, blockchain or other party and the disbursement by Ethos to the relevant Brand of a portion of any such royalties at our sole discretion. You acknowledge that you will have no entitlement or claim to such royalties or any component of such royalties at any time.
You are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform or associated with any transactions, including NFT Transactions, performed on the Platform irrespective of the denomination of the currency of the sale or transaction (including, without limitation, any taxes that may become payable as the result of your purchase, receipt, ownership or Transfer of any NFTs). You acknowledge and agree that Ethos shall charge you and Ethos shall collect from you any and all taxes that Ethos in its sole discretion and judgement may deem to be relevant and appropriate to the transaction, including NFT Transactions, irrespective of the denominated currency of the transactions.
You acknowledge the for transactions denominated in cryptocurrency, the amount of funds remitted by Ethos to the relevant tax authorities may differ from the amount charged to you due to timing of currency translation conversion. You acknowledge that under no circumstances will a contract, agreement, offer, purchase, bid, or any other transaction, including NFT Transactions, that you initiate or complete on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the taxes charged to you for the given transactions were unknown, too high, or otherwise unacceptable to you.
As Ethos is a Canadian corporation, we require satisfactory evidence as proof of your non-residence and non-registration for Canadian GST/HST purposes. You certify that your name and residential address as communicated to us and as recorded in your Ethos Account is current and accurate. If your residential or registered address is outside of Canada, you hereby certify that you are not resident in Canada for purposes of the Canadian Excise Tax Act and that you are not registered under that Act. You agree to advise Ethos on a timely basis in writing in the event there is any change to your residence status or should you become registered for the purposes of the Excise Tax Act.
General description of NFT transaction structures
The general nature of NFT transactions supported by the Platform will vary in structure and attributes according to the specific architecture of the sale of the NFTs as established by Ethos and the Brand from time to time. Such transaction types may change at any time without prior notice to you.
Ethos and the Brand may define an event or multiple events of scheduled duration of listing for sale or offer of an NFT or multiple NFTs by each relevant Brand on the Platform (each event a “Campaign” or “Campaigns”). Sales of NFTs conducted in each Campaign are subject to certain terms (including, but not limited to timelines, deadlines, pricing structures, Hold Periods, Brand Utility, currencies, auction attributes or any other design features at the sole discretion of Ethos or the Brand established for and applicable to each specific Campaign).
The following sections of these Terms describe the general nature of NFT transaction types (such NFT transaction types being a) NFT purchases, b) eDrop NFTs and c) NFT transfers collectively “NFT Transactions”) that may be available on or supported by the Platform. Specific terms applicable to any transactions, including NFT Transactions, shall be subject to specific terms established by Ethos or the Brand associated with the relevant Campaign and / or the specific transaction and may or may not include aspects included in the general transaction descriptions below.
NFT Purchases - Auction NFT Transaction Structure
NFTs may be offered for sale in an auction transaction structure (“Auction Transaction Structure”). NFT Transactions conducted within an Auction Transaction Structure may be conducted in an “English” auction structure, and may include the following general attributes:
- A suggested opening bid, starting price or reserve price for the NFTs may be stated.
- The Platform may accept increasingly higher bids from users in increments. Submission of a bid within the Platform by a user shall be considered to be the offer process constitute a valid and lawful offer to purchase such NFTs.
- The user with the highest bid at any given time is considered to have the standing bid, which can only be displaced by a higher bid from another user.
- If no other user submits a bid which is higher than the standing bid within the permitted timeframe or by the end of the specified time period, the standing bid becomes the successful price offered by the user, and the NFTs are sold to the user at a price equal to the Purchase Price subject to the purchase meeting the conditions required to qualify as a Final Purchase. For clarity, even if you hold the standing bid at the end of the permitted timeframe, your purchase may not become a Final Purchase if your transaction is not validated and accepted by Ethos.
- If no user bids an amount equal to the starting price or otherwise accepts the starting price, Ethos may either lower the starting price in increments and bidders may be allowed to bid prices lower than the starting price, or Ethos may purchase the NFTs for the revised price, or the NFTs may not be sold at all, at the sole discretion of Ethos.
Other auction formats and structures may be offered by Ethos from time to time for specific sales offered through the Platform.
NFT Purchases - List Price NFT Transaction Structure
NFTs may be offered for sale in a list price transaction structure (“List Price Transaction Structure”), meaning that NFTs offered for sale are offered at an established and fixed set price with no bidding or auction process required. The user may select the NFTs, if available, and continue through the payment process functionality of the Platform. Such actions shall be considered to be the offer process and constitute a valid and lawful offer to purchase such NFTs. The NFTs are sold to the user at a price equal to the Purchase Price subject to meeting the conditions required to qualify as a Final Purchase. Such NFTs may be subject to availability as quantities may be limited by Ethos, the Brand or the attributes of each relevant Campaign.
If more offers are received from users within the established timeframe than NFTs are available for purchase, the offers may be prioritized based on the time stamped sequencing of offers received by Ethos, in accordance with Ethos records and at Ethos sole discretion. Ethos may notify users that their offer was not successful and that their offer has been cancelled. Any payments received by Ethos for such orders shall be returned and refunded to such users.
Other list price formats and structures may be offered by Ethos from time to time for specific sales offered through the Platform.
NFTs may be offered to you based on certain qualifying criteria, obligations or metrics established from time to time by Ethos or the Brand at no cost to you, other than Fees plus applicable sales taxes, if any (“eDrop NFTs”). Such eDrop NFTs are NFTs in all aspects and for purposes of these Terms and therefore carry all attributes and characteristic of all other NFTs as set out in these Terms. For clarity, such NFTs are separately defined as eDrop NFTs solely to denote that such NFTs are offered to you at no cost and therefore do not have a purchase price. eDrop NFTs are otherwise identical to the characteristics and attributes of all other NFTs.
NFTs may be transferred a) from your Account to another user Account on the Platform or to your Account from another user Account on the Platform, or b) from your Account to your external blockchain wallet (collectively a “Transfer” or “Transfers”).
Transfers are not reversable and cannot be undone at any time. Transfers represent a permanent and irrevocable transfer of ownership of the NFTs. Upon completion of a Transfer, Ethos shall record the details of the Transfer and specifically to de-register the initiator of the Transfer as rightful owner of the NFTs and to re-register ownership of the NFTs according to the destination details and recipient of the Transfer. Upon completion of the Transfer, the new owner of such NFTs shall be the subsequent registered owner of the NFT for purposes of these Terms and as such shall be entitled to and subject to all obligations, rights and benefits carried by such NFTs. You acknowledge and agree that by initiating a Transfer, you are forever forgoing and relinquishing all ownership rights in such NFTs and any rights, benefits or Brand Utility associated with ownership of such NFTs.
Transfers do not in any respect represent the sale of such NFTs and accordingly the initiator of a Transfer is not entitled to any proceeds, fees or any other forms of compensation upon initiation or completion of a Transfer. If the Transfer is to another user Account on the Platform, then you acknowledge and agree that such user shall receive the NFTs at no cost to such user and accordingly such NFTs may have a historic cost of nil to such user. If the Transfer is to an external Blockchain wallet of which you are the rightful owner, then you may be responsible for recording and tracking your historic cost of the NFTs Transferred.
You acknowledge and agree that by initiating a Transfer, you are forever forgoing and relinquishing any and all claim to the Purchase Price, Fees or associated sales taxes paid or any other costs you may have incurred or paid to acquire such NFTs as well as any unrealized appreciation in market value of such NFTs however estimated, inferred, perceived or otherwise measured.
The Transfer of title to the ownership of the NFTs shall be deemed to be transferred in the jurisdiction of the initiator of such Transfer based upon the verified billing address as per the information in the Account of the initiator of such Transfer.
Transactions on the platform
Ability to Transact on the Platform
Your ability to access or use the Platform, including the ability to initiate, undertake or complete transactions, including NFT Transactions, is subject to a) your Account being held in good standing at all times at the sole discretion of Ethos, b) your continued compliance with these Terms and any other relevant policies or requirements issued by Ethos, the Brand or any other relevant party, c) your ability to access and log into your Account, and d) your Account containing valid and current information. We reserve the right to deny any transactions, including any NFT Transactions, you may attempt to undertake on the Platform, based on any criteria established by Ethos in its sole discretion including, but not limited to a) your risk profile, b) your payment method criteria, c) your transaction behavior, d) regulatory guidance, or e) regulatory compliance.
Identity Validation Process
The Platform may require you to successful complete our Identity Validation Process (“IVP”) as a prerequisite to accessing or using certain functionality of the Platform or as a prerequisite to initiating certain transactions, including NFT Transactions, on the Platform. Specifically, your successful IVP verification may be required a) prior to establishing cryptocurrency as a payment method, b) prior to initiating NFT Transactions over certain transaction thresholds based on either the volume or the value of such transactions, c) prior to initiating NFT Transactions over certain daily transaction thresholds based on either the volume or the value of such transactions, d) prior to expiry of any of your identification documents, d) prior to 2 years from the date of your last successful IVP verification, e) upon any change in your identification details or documents, f) at any time as deemed appropriate or prudent as directed by any binding or emerging legislation or regulatory requirement, or g) at any time as deemed appropriate or prudent by Ethos, any Brand or any other relevant third party.
The IVP requires your submission of appropriate official identification documents and other information relating to your identity. You acknowledge that all such information will be shared with Ethos service providers and their affiliates, service providers and contractors, for purposes of verification, compliance and assessment.
If you do not perform the IVP when required to do so, or you do not, at the sole discretion of Ethos, successfully pass the IVP, you acknowledge and accept that any transactions, including any NFT Transactions and specifically any offers or open offers made by you to purchase NFTs will not complete and such transactions may be voided by Ethos without notice to you. In the case of an Auction Transaction Structure, the NFTs associated with your offers may be offered to another user. In the case of a List Price Transaction Structure, the NFTs may be sold to the next user or any other user. In addition, Ethos reserves the right to a) void any offers, bids or transactions, including NFT Transactions, you have performed or attempted to perform within the Platform, b) suspend, remove or permanently delete your Account and / or access to your Account, c) freeze any account balances or funds within, in transit or pending within the Platform or within any third party payment processor systems, d) co-operate with relevant regulatory agencies and authorities, including sharing your information (including all information within your Account and all information you provided during the IVP) with such authorities if required or recommended by relevant legislation, regulations, emerging practices, industry practices or as determined to be prudent by Ethos in its sole discretion.
We encourage you to pro-actively complete the IVP upon creation of your Account or prior to initiating any transactions, including NFT Transactions to avoid any disruptions or delays in the use of the Platform. You acknowledge that the IVP may take a period of time to complete and that we may require an additional period of time to assess and review the information you provide during the IVP prior to our determination of whether you successfully completed the IVP. You acknowledge that such periods of time may cause you to miss opportunities to perform certain transactions, including NFT Transactions, that you may have otherwise intended to initiate or perform.
Account Updates for Transactions
You acknowledge that the Platform may require a processing period to reflect the result or the outcome of any transactions, including NFT Transactions, that you initiate or complete in your Account or to issue communications associated with such transactions, including transaction receipts by email or by other means, to you. Such processing period is at the sole discretion of Ethos and may vary depending on several factors including but not limited to a) Platform activity, b) Platform maintenance schedules, c) third party vendor performance, and d) time of day.
Purchasing NFTs – Credit Card as a Payment Method
The Purchase Price of NFTs may be denominated on the Platform in USD, CAD or any other fiat currency as determined and specified by Ethos for the relevant transaction.
Ethos is a Canadian corporation, therefore if you reside in a jurisdiction outside of Canada, you may be charged foreign transaction fees, or equivalent, on any credit card transaction. You acknowledge that such fees are established, controlled, charged and collected by your credit card issuing bank or financial institution and are not charged by Ethos or its contractors or service providers. Ethos is not responsible for the actions of your credit card issuing bank or financial institution and accordingly Ethos is nether responsible for such charges nor liable to you or to any other party for such charges. If you disagree with such charges Ethos encourages you to contact your credit card issuing bank or financial institution to discuss their policies regarding charging you such fees.
Purchasing NFTs – Cryptocurrency as a Payment Method
The Purchase Price of NFTs may be denominated on the Platform in cryptocurrency as determined and specified by Ethos for the relevant transaction.
Your ability to conduct transactions, including NFT Transactions, denominated in cryptocurrency will require you to update your Account with your relevant external cryptocurrency wallet information in advance of attempting to conduct such transaction. Such transactions are subject to, at a minimum, your cryptocurrency wallet being in good standing and our satisfactory continuous verification of status, risk, compliance, sufficient funds or any other criteria as established by Ethos.
You acknowledge and agree that each of your offers to purchase NFTs denominated in cryptocurrency in an Auction Transaction Structure may create and interact with a preauthorization smart contract (“Preauthorization Smart Contract” or “PSC”) on the blockchain for the amount of such offer, plus Fees (including fees relating to the creation of and interaction with the PSC) and applicable taxes, if any. The amount of cryptocurrency relating to the Purchase Price of the transaction will be subject to the terms and conditions of the PSC and shall be specifically reserved for purposes of payment of the Purchase Price of the transaction and shall be inaccessible to you (but for clarity, shall remain your property and shall not be the property of Ethos or in the custody of Ethos) until the full resolution of the auction which may be several days or weeks after the submission of your offer. If your bid ultimately becomes the successful price offered in such auction transaction, then such funds shall transfer to Ethos via the PSC as full payment of the Purchase Price for the transaction. If your bid does not ultimately becomes the successful price offered in such auction transaction, then such funds shall again become accessible to you, on a timeline established by Ethos in its sole discretion and under the terms of the PSC less fees associated with the administration of the PSC.
Finalization of NFT Purchases
During the process of purchasing NFTs on the Platform, you will be required to verify the total amount of the Purchase Price due for such purchases subject to the NFT Transaction meeting the criteria of a Final Purchase. The total amount due to Ethos from you may include the Purchase Price for the relevant NFT Transactions plus any other Fees and relevant taxes, if any. You acknowledge and agree that by submitting an offer to purchase NFTs within the Platform you are fully responsible for the total amount due as a fully binding and legal liability. All offers submitted within the Platform are legally binding, irrevocable offers to purchase NFTs and accordingly such offers cannot under any circumstances be modified, retracted or cancelled.
Your purchase of NFTs may be subject to a hold period (the “Hold Period”). The Hold Period refers to the period of time between the date of confirmed receipt by Ethos of your full and final payment for the Purchase Price of the NFTs, and the date in which ownership of the NFTs are transferred to you and registered on the blockchain subject to successful completion of all of the other conditions of such purchase. You understand and acknowledge that Hold Periods may be up to several months in duration.
Your offer to purchase NFTs shall be conditional subject to you a) completing the offer process on the Platform, b) Ethos receiving and confirming your payment in full, c) successfully completing the IVP if required by Ethos, d) completion of the relevant Hold Period, and e) maintaining compliance with these Terms and all requirements therein. Only upon successful completion of all of the above conditions at the sole discretion of Ethos will your purchase of NFTs be considered final. Only once your purchase is confirmed final will we register your ownership of the NFTs (“Final Purchase”).
You acknowledge and accept that Ethos has the right to cancel any transactions within the Platform, including any NFT Transactions, whether such transactions have been completed or not, in its sole discretion and at any time, for any reason including but not limited to a) risk score assessment, b) any real or risk of default of payment by you in whole or in part, c) user or transaction behavior or d) any receipt by Ethos of a chargeback or disputed amount.
You acknowledge and accept that for an Auction Transaction Structure even if you hold the standing bid at the close of an auction, your offers to purchase NFTs may be cancelled by Ethos in its sole discretion if Ethos is unable to obtain sufficient and appropriate assurance relating to your credit risk, your payment method, your identity or any other measure determined by Ethos in its sole discretion.
In the event that Ethos receives a chargeback or default of any payment in whole or in part on any payment related to your transactions, including NFT Transactions, you acknowledge and accept that Ethos will cancel your transactions immediately and no refund shall be provided to you. If the NFTs associated with the transactions have already been minted and registered then Ethos shall have the right to immediately repossess, reclaim and destroy the NFTs and the NFT Limited Licenses associated with the NFTs shall be immediately and permanently terminated without notification to you or the Brand and Ethos shall be entitled to recourse from you to the full extent of the law.
- The blockchain can experience delays, at times of significant duration, between you sending cryptocurrency funds and Ethos receiving such funds. Such delays are outside of the control of Ethos. In the case of you sending cryptocurrency funds as payment for purchase of NFTs, you acknowledge that the purchase of such NFTs may be represented or displayed by Ethos or the Platform as ‘pending’ following your transmission of such cryptocurrency funds until the time of receipt of such cryptocurrency funds are confirmed by Ethos. If Ethos is unable to confirm full and complete receipt of all such funds within 2 hours of your transmission, your transaction shall be cancelled and voided and the relevant NFTs shall be offered for sale to other users.
You acknowledge that Ethos, at its sole discretion, or at the discretion of the relevant Brand may limit the number of NFTs you may purchase without prior notice to you.
After successfully completing a Final Purchase of NFTs, your Account will be updated, after a processing period, to reflect reference to such NFT within your Account.
All Final Purchases are final. No refunds, in whole or in part, are offered by Ethos, the Brand or by any other party under any circumstances or at any time.
Receiving eDrop NFTs
You may be notified by Ethos or by the Brand through any communication preference or channel elected or deemed appropriate by Ethos or the Brand in the event that eDrop NFTs are offered to you by Ethos or by the Brand. You may be required to take actions, including within your Account, to accept such offered eDrop NFTs. Your inability to successfully complete such acceptance actions within any timeframe that may or may not be specified by Ethos or by the Brand may result in retraction or cancellation of such offer by Ethos or the Brand and your loss of the ability to accept such eDrop NFTs. In such event you acknowledge and accept that you will not be the registered owner of such NFTs and that you shall have no rights to such offers or NFTs and that you shall have no recourse or claim whatsoever associated with such events, actions or transactions.
After successfully receiving eDrop NFTs, your Account will be updated, after a processing period, to reflect reference to such NFTs within your Account.
Receiving Transfers on the Platform
NFTs may be Transferred to your Account from another user account in good standing on the Platform.
You may be notified by Ethos through any communication preference or channel elected or deemed appropriate by Ethos in the event that another user of the Platform has initiated a Transfer of NFTs to you. You may be required to take actions, including within your Account, to accept such Transfer. Your inability to successfully complete such acceptance actions within any timeframe that may or may not be specified by Ethos may result in retraction or cancellation of such Transfer by Ethos, the Brand or the initiating user and your loss of the ability to accept such Transfer. In such event you acknowledge and accept that you will not be the registered owner of such NFTs and that you shall have no rights to such offers, Transfers or NFTs and that you shall have no recourse or claim whatsoever associated with such events, actions or transactions.
If NFTs were Transferred to your Account from another user account who at any time is determined, at Ethos discretion, to not be in good standing on the Platform, or NFTs were Transferred to your Account in error, you acknowledge and accept that Ethos may cancel such Transfer immediately and Ethos shall have the right to immediately repossess, reclaim and destroy the NFTs and the NFT Limited Licenses associated with the NFTs shall be immediately and permanently terminated without notification to you or the Brand and Ethos shall be entitled to recourse from you to the full extent of the law.
After successfully receiving a Transfer of NFTs, your Account will be updated, after a processing period, to reflect reference to such NFTs within your Account.
Initiating Transfers of NFTs on the Platform
NFTs may be transferred from your Account to another user account in good standing on the Platform or from your Account to an external blockchain wallet.
You acknowledge that the ability to successfully initiate or complete a Transfer NFTs will require you to update your Account with relevant and accurate information relating to the Transfer including the destination user (in the case of a Transfer from your Account to another user account in good standing on the Platform) or relevant external blockchain wallet information (in the case of a Transfer from your Account to an external blockchain wallet).
If you don’t update your Account or provide Ethos with accurate and appropriate information relating to the Transfers, such Transfers will not successfully complete. You acknowledge that you may lose the NFTs and that the intended recipient of the NFTs may not receive the NFTs. Neither you nor the intended recipient will have any claim regarding such NFTs. You acknowledge that it is your sole responsibility to accurately update your Account information and diligently review all details of any Transfers, including details relating to the intended recipient (including identity, Account and external blockchain wallet address) prior to commitment to such Transfers and to provide Ethos with accurate and current information at all times. Ethos has no obligation, duty or responsibility to validate the accuracy of any information within your Account or in relation to any Transfers or to contact, remind or otherwise communicate with you to provide accurate and current information relating to any transactions including any NFT Transactions.
NFTs in your Account
NFTs, including reference to NFTs, may remain in your Account following successful completion of any transactions, including an NFT Transactions, on a limited basis and in a ‘coat check’ capacity only until you successfully Transfer the NFTs. You acknowledge and expressly agree that you intend to Transfer the NFTs, and all such references to NFTs, out of your Account within a reasonable timeframe and that you shall not be permitted to, nor do you intend to, use your Account to maintain the NFTs or any reference to such NFTs. Ethos shall, at its sole discretion, remind you at any time and through any communication preference established by Ethos, to Transfer any or all NFTs from your Account. You agree and acknowledge that Ethos reserves the right, at any time, to require you to perform such Transfers. You acknowledge and understand that failure to successfully perform Transfers within the timeframe communicated to you by Ethos subsequent to Ethos demanding to perform such Transfers shall constitute a breach of these Terms.
Platform Changes and Availability
We reserve the right, acting in our sole discretion and with or without prior notice to you and at any time, to do any of the following: (i) modify, change, suspend or terminate operation of, or access to, any portion, features, components or functionality of the Platform; (ii) make changes to any Fees or charges related to your access to or use of the Platform; (iii) make changes to the equipment, hardware or software required for you to access or to use the Platform; (iv) interrupt the availability or operation of the Platform, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications; and (v) restrict, suspend or limit Platform availability at any time or in any geography.
You acknowledge and accept that Ethos shall mint NFTs on behalf of the Brand on any blockchain determined at the sole discretion of Ethos and using any technology or protocols determined at the sole discretion of Ethos.
Ethos will architect a smart contract relevant to each NFT. The smart contract will specify information relevant to the NFTs including date of registration, unique identifier, brand, referenced Assets, secondary market royalty structure and additional relevant metadata.
Ethos, either directly or using the services of a third party at the sole discretion of Ethos, will digitally host the Assets referenced by the NFTs.
The Platform will only function to its intended capabilities if users act in a transparent, open and honest manner. It is incumbent on all users to be forthright in their dealings with Ethos and with each other on the Platform.
You are expressly forbidden from accepting, soliciting, offering, bidding, engaging with or transacting on or off the Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price any NFTs, groups of NFTs, implied valuation of the referenced Assets or the reputation, capability or popularity of any Brands.
You are forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of NFTs, simulate demand for NFTs (i.e, "wash trading"), or any other anticompetitive bidding conduct such as but not limited to “puffing”, “chill bidding”, “shill bidding”, “sham bidding” or “sock puppet bidding”.
You are expressly forbidden from purchasing NFTs and conducting any transactions for the purpose of concealing economic activity, laundering money, financing terrorism or engaging in any other inappropriate activities or behavior. For example, and without limitation, you are forbidden from using the Platform to conceal or transfer proceeds or assets relating to criminal activity or to pay for NFTs for any other reason than to obtain the NFTs for your personal use and enjoyment. You expressly represent and warrant that by accessing the Platform, using the Platform or performing transactions on the Platform that your actions are legal under Canadian law, United States law, the law applicable in the jurisdiction from which you initiate access to the Platform and use of the Platform and the law applicable in the jurisdiction associated with the billing address associated with your Account within the Platform.
You agree to report suspicious market activity of other Ethos users. If you suspect that one or more Ethos users are in violation of these Terms, you must promptly inform Ethos at firstname.lastname@example.org.
You hereby acknowledge and agree that any forbidden Platform conduct described herein may be a violation of federal, provincial or state law and/or these Terms.
You hereby irrevocably release, acquit and forever discharge Ethos and its subsidiaries, affiliates, officers, directors and successors for and against any and all past or future causes of action, suits, claims or controversies arising out of your conduct, violation or perceived violation of these Terms.
Ownership of assets
NFTs reference the Assets, but you do not own or have any rights in the Assets themself. You may exhibit your ownership of NFTs by displaying the Asset in accordance with the provisions of the NFT Limited License, but you do not have any legal ownership, right, or title to any copyrights, trademarks or other intellectual property rights to the Asset. The Brand reserves and retains all exclusive intellectual property rights and copyrights to the Assets, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, to commercialize and to distribute the Assets. You may not in any way or at any time infringe on any of the exclusive rights, the intellectual property rights or copyright held by the Brand.
NFTs provide the current registered owner of the NFTs with a limited, worldwide, non-assignable, non-sublicensable, royalty-free license (the “NFT Limited License”) granted by the Brand. All users who purchase or receive NFTs, and all subsequently registered owners of such NFTs, hereby acknowledge and agree to accept the NFTs subject to the conditions of the NFT Limited License.
The NFT Limited License has the following terms and conditions which you hereby acknowledge and accept:
- While you are the current registered owner of the NFTs, you shall have the right to display the Assets referenced by the NFTs for your personal and private use,
- While you are the current registered owner of the NFTs, you shall have the right to display the Assets referenced by the NFTs publicly for the following purposes (i) for promoting your ownership of the NFT or enthusiasm in the referenced Assets; (ii) for promoting discussion or commentary on the referenced Assets; (iii) for displaying the referenced Assets within a decentralized internet-based ecosystem; (iv) for utilization of the NFTs for purposes of participation in any Brand Utility offered by the Brand or available from the Brand associated with the NFTs; and (v) and soliciting or attempting sale of the NFTs or transfer of ownership of the NFTs on third party marketplaces, exchanges, platforms, or applications, if possible,
- While you are the current registered owner of the NFTs, you shall have the right to participate in all Brand Utility offered by the Brand or available from the Brand associated with the NFTs;
- While you are the current registered owner of the NFTs, you shall have the ability to attempt to sell the NFTs on third party marketplaces, exchanges, platforms, or applications ownership, if possible or otherwise transfer ownership of the NFTs, if possible; and
- You may not make commercial use of the referenced Asset including, for example, by selling copies or editions of the Assets, selling access to the Assets, licencing the Assets, leasing the Assets, selling derivative works embodying the Assets or otherwise commercially exploiting or deriving commercial value from the Assets.
Further, in addition to and without limiting the foregoing, you agree that you may not, nor permit any third party, to do or attempt to do any of the foregoing: (i) modify, distort, mutilate or perform any other modification to the referenced Assets; (ii) use the Assets in any way to advertise, market, or sell any product or service; (iii) use the Assets 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 Assets in movies, videos, video games, or any other forms of media for a commercial purpose; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Assets; (vi) trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Assets; (vii) mint, tokenize, or create an additional cryptographic token representing the same Assets, whether on or off of the Platform; (viii) falsify, misrepresent, or conceal the authorship of the Assets or the NFTs referencing the Assets; (ix) otherwise utilize the Assets for your or any third party’s commercial benefit; or (x) create or cause to create works that are similar to the Assets or could in any way by construed by another party to infringe on the intellectual property rights of the Assets.
The NFT Limited License shall be granted to you directly by the Brand only upon Final Purchase of the NFTs or upon your acceptance of eDrop NFTs, and upon successful Transfer and registration of you as the registered owner of the NFTs.
The NFT Limited License is valid only while you are the current registered owner of the NFTs. In the event that you (and any subsequent registered owner) lawfully sell or transfer (including any Transfer) ownership of NFTs to another party, a) the NFT Limited License held by you (and any subsequent registered owner) shall terminate immediately upon successful registration of the new registered owner, and b) the NFT Limited License shall be granted by the Brand upon successful registration of the new registered owner of the NFTs.
Link sites and third-party services
We prohibit caching unauthorized hypertext links to the Platform and the framing of any content available through the Platform. We reserve the right to disable any unauthorized links or frames and specifically disclaim any responsibility for the content available on any other Internet sites linked to the Platform. Access to any third party linked sites (“Linked Sites”) is at your own risk. You acknowledge that you are aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions and other provisions that differ from those provided on the Platform. We are not responsible for the policies, practices, condition, security and operation of any Linked Sites, and expressly disclaims any and all responsibility and liability to you.
Privacy and communication
- Transmission of Personal Data
Our processing and storage of your information, including your personal and non-personal information, may involve the transmission of such information over international borders. Because we have no control over the policies or practices of any Linked Sites or third parties, we are not responsible for the treatment of your information, including your personal and non-personal information, by Linked Sites or third parties.
Content ownership and use
User Generated Content
You acknowledge that you are legally responsible for all content that you generate, enter, input, submit, upload, post or otherwise make available on or through the Platform or by reference to the Platform in connection with your access or use of the Platform (“User Generated Content” or “UGC”). You acknowledge and accept that when you make UGC available on the Internet, including on the Platform, it becomes practically impossible for any party to take down all copies of it in the future.
You grant Ethos a worldwide, perpetual, unrestricted, unlimited, non-exclusive, irrevocable license to fully use and exploit all UGC, without notice, compensation or attribution to you of any kind. This includes making your UGC available to any other company, party, organization or individual for the syndication, broadcast, distribution or publication of content on other media platforms and for Ethos’ in any capacity, including for commercial use, in our sole discretion. You hereby permanently and irrevocably waive all moral rights in your UGC in favor of Ethos and its successors and assigns.
Grant of Limited Platform License to Use the Platform
Subject to your strict compliance with these Terms, Ethos will grant you a limited, revocable, non-exclusive, personal, non-transferable license, without the right to sublicense, to access and use the Platform (the “Platform License”). You shall not in any capacity acquire any ownership rights in the content or in any part or component of the Platform. You will have no rights to, either directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, transmit, modify, adapt, enhance, improve, reproduce, commercialize or create a) any part of the Platform (including code, imagery, design, functionality or any other component or feature of the Platform) or b) any works based on the Platform, or c) any derivative works derived from the Platform. Further, you may not disclose any part or feature of the Platform that we have not publicly disclosed, or to display, distribute, publicly perform or any other way exploit in any capacity the Platform in whole or in part.
The term of the Platform License commences on the date of your first acceptance of these Terms in any form and shall end on the earlier date / time of the suspension, restriction, termination or deletion of your Account. Furthermore, the Platform License shall terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the Platform or you otherwise breach these Terms or attempt to do so.
- Ethos Trademarks, Logos and Branding
The trademarks, logos, signs, symbols, images and brands (“Marks”) displayed on the Platform are the property of Ethos or our Brands, partners, third-party licensors or other affiliates. You are prohibited from reproducing or using any Marks for any purpose whatsoever including, but not limited to, use as meta tags on other pages or sites on the Internet, without the written permission of Ethos and such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All content available on or through the Platform is protected by intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any content for commercial purposes.
- Suggestions and Feedback
You agree that any and all creative ideas, concepts, notes, drawings, suggestions, feedback or other information that you may provide to us, whether solicited or unsolicited, as a user or otherwise, (“Feedback”) will be owned by us, without providing compensation to you or any other person and without any liability whatsoever, including all intellectual property rights therein and you hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to us and irrevocably waive all moral rights you may have therein. Upon request from us and at our expense, you will fully cooperate and assist with, execute and deliver all further documents to enable us to document, acquire, apply for, prosecute, perfect or enforce any intellectual property rights in the Feedback. If for any reason we are unable to secure any necessary documentation from you to effect the foregoing further assurances, then you irrevocably designate and appoint us and our duly authorized officers and agents as agent and attorney in fact, to act for and on your behalf for the purpose of documenting, acquiring, applying for, prosecuting, perfecting or enforcing such intellectual property rights in the Feedback. Feedback may be submitted via email at: email@example.com.
Intellectual property rights
- Violation of Third-Party Rights
You irrevocably release, acquit, and forever discharge Ethos and its subsidiaries, affiliates, officers, directors and successors of any liability for direct or indirect copyright or trademark infringement for Ethos’ use of or reference to any referenced Assets in accordance with these Terms, including without limitation, our solicitation, encouragement or request for third parties to host the Assets for the purpose of operating the Platform and facilitating transactions, including NFT Transactions, on the Platform and on any other secondary market platform or marketplace, if available.
You agree, represent and warrant that all content of any kind that you input, upload to or transmit to the Platform or through the Platform, will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trademark, trade dress, patent, privacy, publicity, confidentiality or other personal proprietary rights, including intellectual property rights, of any third parties. Ethos may terminate your Account immediately and without notice if you utilize the Platform or content to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express written consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and you shall have the burden of establishing the same to the satisfaction of Ethos, acting in its sole discretion.
- Alleged Copyright Infringement Policy
- Ethos reserves the right to remove any content that allegedly infringes another person’s or party’s copyright or trademark rights, thereby restricting access to or visibility of the Assets on the Platform and restricting the ability to access or view the Assets on the Platform. You acknowledge and agree that all transactions performed on the Platform, including NFT Transactions, are conducted with the knowledge and assumption of the risk that the Assets, NFTs or references to NFTs, may subsequently be removed from the Platform for any reason including but not limited to as a consequence of an intellectual property right dispute. Ethos shall not be liable to any user or any other party because Assets, NFTs or references to NFTs were disabled or otherwise taken off the Platform by Ethos at any time.
- If you believe that anything on our Platform infringes any copyright that you, or another party, own or control, please provide us with the following information: a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; b) identification of the copyrighted work claimed to have been infringed; c) 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; d) your contact information, including your address, telephone number and email address; e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please submit all notices of alleged copyright infringement appearing on the Platform to firstname.lastname@example.org. We reserve the right to remove content alleged to be infringing copyright or intellectual property rights. If you knowingly misrepresent that any content on our Platform is infringing your or another person’s or party’s copyright or trademark rights, you may be liable to us for certain costs and damages.
Warranties and limitation of liability
- No Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM (INCLUDING ALL CONTENT ON THE PLATFORM AND INCLUDING ANY LINKED SITES) IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, SUITABILITY OR ACCURACY. ETHOS DOES NOT WARRANT THAT THE PLATFORM IS SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, ARE FREE OF DEFECTS, THAT THE OPERATION OF THE PLATFORM, SITE, APP OR SERVICES WILL BE FREE FROM INTERRUPTION OR ERROR-FREE, AND ETHOS DOES NOT WARRANT THAT ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED. FURTHER, ETHOS DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE INTRODUCED OR OFFERED BY ANY BRAND OR OTHER THIRD PARTY THROUGH THE PLATFORM OR THROUGH ANY LINKED SITE, INCLUDING ANY BRAND OR OTHER THIRD-PARTY ACTIVITIES, AND ETHOS SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH BRAND OR OTHER THIRD PARTY THROUGH ANY SITE, ANY LINKED SITE OR OTHERWISE.
YOU ACKNOWLEDGE THAT ALL TRANSACTIONS, INCLUDING NFT TRANSACTIONS, AND FOR CLARITY INCLUDING PURCHASES OF NFTS, RECEIPTS OF NFTS, TRANSFERS OF NFTS AND ASSOCIATED ISSUANCE AND SUBSEQUENT TRANSFERS OF SUCH NFTS AND ASSOCIATED NFT LIMITED LISCENCES ARE TRANSACTIONS CONDUCTED DIRECTLY BETWEEN YOU AND THE RELEVANT BRAND, USER OR OTHER THIRD PARTY. ETHOS SHALL NOT BE LIABLE FOR ANY CLAIMS FROM ANY PARTIES RESULTING FROM ANY SUCH TRANSACTIONS.
- Limitation of Liability
YOU AGREE THAT ETHOS, ITS AFFILIATES AND SUBSIDIARIES AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS WILL NOT BE LIABLE, WHETHER UNDER STATUTE OR IN CONTACT, TORT, STRICT LIABILITY, EQUITY OR UNDER ANY OTHER LEGAL THEORY, FOR ANY PERSONAL INJURY, PERSONAL PROPERTY DAMAGE, BREACH OF PRIVACY, LOSS (INCLUDING LOSS OR THEFT OF ANY NFTS HELD IN YOUR ACCOUNT), FINANCIAL LOSS, ACCIDENT OR DEATH OR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, THE REPLACEMENT COST OF PERSONAL PROPERTY, THE COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY, REPUTATIONAL LOSS OR DATA CORRUPTION OR DATA LOSS) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR FOR ANY DELAY OR INABILITY TO USE THE PLATFORM OR FOR ANY FAILURE OF THE PLATFORM IN ANY MANNER, EVEN IF ETHOS IS MADE AWARE OF THE POSSIBILITY OF SUCH BODILY INJURY, PERSONAL PROPERTY DAMAGE, LOSS OR ANY OTHER DAMAGES WHATSOEVER.
YOU ACKNOWLEDGE AND AGREE THAT ETHOS SHALL NOT BE RESPONSIBLE, LIABLE OR OTHERWISE IMPLICATED OR IN ANY WAY AT FAULT FOR ANY GOODS, SERVICES, BENEFITS OR ANY OTHER FORM OF UTILITY PROMISED OR IMPLIED TO BE PROVIDED BY THE BRAND TO YOU IN ANY CAPACITY WHETHER OR NOT IN ASSOCIATION WITH YOUR RECEIPT OR PURCHASE OF NFTS OR WHETHER OR NOT IN ASSOCIATION WITH REGISTRATION OR PRE-REGISTRATION FOR ANY GIVEN CAMPAIGN (“BRAND UTILITY”). SUCH BRAND UTILITY OFFERED BY THE BRAND MAY INCLUDE, BUT IS NOT LIMITED TO, PROMOTIONAL ACTIVITIES, PRODUCTS, GIFTS, PRIZES, TRIPS, EVENTS, DISCOUNTS, ACCESS, LOYALTY STATUS OR ANY OTHER PROMISES OF THE PROVISION OR POTENTIAL PROVISION OF GOODS, SERVICES OR OTHER BENEFITS OR PERKS OF ANY KIND. THE BRAND UTILITY CONSTITUTES A DIRECT AGREEMENT BETWEEN THE BRAND AND YOU AND ACCORDINGLY ETHOS HAS NO OBLIGATION TO PROVIDE AND SHALL NOT BE HELD LIABLE FOR THE PROVISION OF THE BRAND UTILITY OR ANY CLAIMS OR LIABILITY WHATSOEVER ARISING AT ANY TIME FROM THE PROVISION OR PERFORMANCE OF SUCH BRAND UTILITY BY THE BRAND OR THE INABILITY FOR THE BRAND TO DELIVER SUCH PROMISES IN A SATISFACTORY, PROFESSIONAL OR LAWFUL MANNER. SHOULD YOU BELIEVE YOU HAVE ANY CLAIM RELATING IN ANY MANNER TO THE BRAND UTILITY INCLUDING TO THE PROMISE, PROVISION, QUALITY OR RECEIPT OF BRAND UTILITY YOU ACKNOWLEDGE IT IS YOUR SOLE RESPONSIBILITY TO CONTACT THE RESPECTIVE BRAND DIRECTLY AND RESOLVE SUCH MATTER DIRECTLY BETWEEN THE BRAND AND YOURSELF.
THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES, MALWARE OR MALICIOUS APPLICATION WHICH MAY INFECT A USER’S EQUIPMENT, SOFTWARE OR DEVICES, FAILURE OF THE PLATFORM, MALFUNCTIONS, INACCURACIES, DELAYS OR ERRORS OF THE PSC, PLATFORM OR APPLICATIONS AND/OR OTHER SERVICES TO BE COMPATIBLE WITH YOUR HARDWARE OR APPLICATIONS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION OR INTERCONNECT LINES OR FIBER, OR OTHER CONNECTIVITY PROBLEMS, UNAUTHORIZED ACCESS TO OR UNAUTHORIZED DISCLOSURE OF PERSONAL INFORMATION OR DATA, THEFT OF ANY KIND INCLUDING THEFT OF YOUR NFTS FROM YOUR ACCOUNT, LOSS OF DATA, INCOMPLETE OR INACCURACY OF FUNDS TRANSFER OR PAYMENT PROCESSING FOR ANY REASON INCLUDING TRANSFERS ASSOCIATED WITH THE ADMINISTRATION OF THE PSC, FINANCIAL LOSS OR EROSION OF VALUE OF ANY NFTS (WHETHER REALISED OR UNREALISED), INABILITY FOR ANY REASON OR HARDSHIP ASSOCIATED WITH THE INABILITY TO MARKET, LIST OR SELL NFTS ON ANY SECONDARY MARKET, PLATFORM OR MARKETPLACE (IF AVAILABLE) OR ON ANY OTHER MARKET WHATSOEVER, OPERATOR ERRORS, CYBER ATTACKS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE EVENT. ETHOS CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR FREE OR SECURE ACCESS TO THE PLATFORM. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ETHOS BE LIABLE TO YOU FOR ANY AMOUNT THAT EXCEEDS AN AGGREGATE AND LIFETIME TOTAL OF CANADIAN FIFTY DOLLARS (CAD$50.00).
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS SECTION WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR WRITTEN APPROVAL.
Assumption of risk
Risks Related to Transactions on the Platform
All transactions that you may conduct on the Platform, including NFT Transactions and for clarity including but not limited to Transfers, receipts, offers, bids or purchases of NFTs are at the sole discretion and at the complete risk of the user. You acknowledge the risk of using the Platform and any other secondary market platform or marketplace, if available, including any other marketplace platform that may be referred to you, and agree to be bound by the outcome of any operation by invoking, calling, requesting, attempting, transacting or otherwise engaging with the Platform, whether or not the Platform behaves as you expect.
The Platform utilizes experimental blockchain technology and smart contracts, including NFTs and, at times, cryptocurrencies. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky. You acknowledge and agree that digital assets, NFTs and smart contracts and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchain (i.e. “forks”), which can adversely affect smart contracts and may expose you to a risk of material loss, including but not limited to forfeiture of your NFTs and cryptocurrency or, or lost opportunities to buy or sell NFTs. We assume no liability or responsibility for any such technology related failures, risks or uncertainties or for any loss or hardship you may experience as a result of engaging with such technologies or the Platform in any capacity.
You hereby acknowledge and assume the risk of initiating, interacting with and participating in any Platform transactions, including any NFT Transactions, and take full responsibility and liability for the outcome of any transactions, including any NFT Transactions, you attempt, initiate or complete whether or not the Platform, other users, market dynamics or any other factors behave as you expected or you intended. You hereby represent that you are knowledgeable, experienced and sophisticated in using blockchain technology and in initiating crypto based transactions.
You are forbidden from engaging in any attack, hack, denial-of-service attack, interference or exploit of the Platform or of any Platform related or associated activity.
You acknowledge and understand that all transactions, including all NFT Transactions, conducted on the Platform are conducted a) between you and the Brand, or b) between you and another user, or c) between you and another third party. You acknowledge and agree that Ethos is not a party to any agreement or transaction with you including but not limited to involving the purchase, offer or auction of any NFTs or the nature, content or administration of the NFT Limited License provided to you therein, whether or not any fee is received by Ethos from any party as a consequence of such transactions or NFT Transactions.
Ethos does not have, nor do we intend to have, any obligation to provide secondary market functionality or services at any time. You therefore acknowledge and accept that you may not be able to list any NFTs for resale on any secondary market and you will not be able to sell any NFTs in any secondary market through the Platform and you may not be able to sell any NFTs in any secondary market through any other secondary market platform or marketplace.
You acknowledge that Ethos is not responsible for any losses whatsoever related to your NFTs within your Account or related to the Transfer of your NFTs.
You hereby waive any entitlement to royalties, commissions or fees which may be payable to any other party in the course of your participation with the Platform in any capacity.
User acknowledges and accepts the risk of cryptocurrency, NFTs and smart contracts
YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT ALL RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE BLOCKCHAIN, CRYPTOCURRENCY, NFTS AND THE INTERPLANETARY FILE SYSTEM.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE PLATFORM, BLOCKCHAIN OR ANY OTHER SECONDARY MARKETPLACE OR PLATFORM, 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 TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED EXTERNAL BLOCKCHAIN WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, THE BLOCKCHAIN OR YOUR EXTERNAL BLOCKCHAIN WALLET.
Ethos is Not Responsible for Technical Errors on the Blockchain
ETHOS IS NOT RESPONSIBLE FOR ANY LOSSES DUE TO ANY FEATURES OF THE BLOCKCHAIN, INCLUDING YOUR EXTERNAL BLOCKCHAIN WALLET USED TO SEND FUNDS TO ETHOS AS A PAYMENT METHOD OR USED TO TRANSFER NFTS, INCLUDING BUT NOT LIMITED TO LATE REPORTING BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORTING AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE BLOCKCHAIN, INCLUDING FORKS, DELAYS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING LOSSES OR HARDSHIP AS A RESULT.
User Acknowledges and Accepts the Risks of the Platform
You acknowledge that the Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions, errors or delays. You agree not to hold us accountable or liable at any time for any losses, including any related losses, no matter how caused or realized. You acknowledge that you may not be able to perform any transactions on the Platform, including any NFT Transactions. You agree to accept all risks associated with the Platform and your use of the Platform including but not limited to the risk of any technical issues, errors, delays or difficulties of any kind irrespective of the source or cause of such difficulties, including but not limited to those resulting from cyber-attacks, unexpected surges in activity or other operational or technical difficulties. We will not bear any liability, whatsoever, for any damage, interruptions or any other effect of any kind that may affect your computer, device or other equipment however caused. Further, we will not bear any liability, whatsoever, for any losses, damages or hardship you may experience resulting from any event no matter how caused including but not limited to any cyber-attack, phishing, spoofing or any other type of event.
Ethos Does Not Guarantee the Value of NFTs or the Assets Represented by NFTs
You hereby acknowledge and consent to the fact that the current or future price, value or liquidity of any NFTs purchased or received on the Platform may be or have been materially influenced by user activities or any other factors completely outside of the control of Ethos, the Platform or the Brand. The value of NFTs may be extremely volatile and can be materially influenced by a multitude of factors including but not limited to a) fluctuations in the price of other digital assets, b) a lack of use or public interest in the creation and development of distributed ecosystems, c) a compromise of the blockchain, d) a decrease in the popularity, acceptance or use of the blockchain e) other factors.
You acknowledge that Ethos cannot influence and does not control such factors and that Ethos has no degree of influence or control over the current or future value or liquidity of any NFTs. Therefore, we in no way guarantee the current or future value of any NFTs. Ethos does not represent, guarantee, or warrant the accuracy or fairness of the Purchase Price or value of any NFTs transacted on or through the Platform or on or through any other secondary market platform or marketplace. Further, Ethos makes no representation or warranty as to the future value of any NFTs or any secondary market transaction volume, liquidity, valuation, estimate or performance or the ability to list, offer for sale or to sell any NFTs on any secondary market platform. You acknowledge and accept that the Purchase Price that you pay for the purchase of any NFTs on the Platform may differ significantly and materially from the Purchase Price that another user may pay for any NFTs that reference another edition of the same Assets, or for any NFTs that reference another Asset of a comparable or similar nature.
Further, the Platform, the blockchain and NFTs could be impacted by one or more regulatory inquiries and / or regulatory actions, legislative policies or laws which could impede or limit the ability of Ethos to continue to develop, operate, maintain, deploy or maintain the Platform, or which could impede or limit your ability to access or use the Platform or the blockchain and therefore would impede your ability to perform any transactions, including NFT Transactions, on the Platform. The NFTs or the Assets referenced by NFTs may be encumbered by actual or possible copyright or trademark claims which may materially impact current or future liquidity, valuation and sale price of the NFTs.
You acknowledge and agree that Ethos is not a fiduciary nor owes any duties to any users of the platform, including the duty to ensure fair pricing of the NFTs or to police user behavior on the Platform.
User Acknowledges Financial Risk of Digital Assets and NFTs
Use of the Platform in any capacity and specifically to perform transactions, including NFT Transactions, carries substantial and material financial risk. NFTs are, by their nature, highly experimental, risky and volatile. Purchases of the NFTs are irreversible and refunds are not offered to the user or in any way are refunds in whole or in part possible. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of material financial loss associated with purchasing NFTs can be substantial. The risk of loss in value of cryptocurrency can be substantial resulting in reduced purchasing power and material financial loss to you. You should, therefore, carefully consider whether such purchasing NFTs or otherwise transacting in NFTs is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of any purchase of NFTs. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transactions, including NFT Transactions, you conduct on the Platform. You accept all consequences of using the Platform, including the risk that you may lose your NFTs indefinitely and you may experience material financial losses. All transaction decisions, including those relating to NFT Transactions, are made solely by you. You understand and accept that you may not be able to buy or sell your NFTs. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform or for performing transactions, including NFT Transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.
Violation of the Terms
You agree and acknowledge that any failure to strictly comply with these Terms or any breach of these Terms, or any attempt to do so, will entitle Ethos, in its sole and absolute discretion and without notice, to deny your access to the Platform and to cancel, suspend or permanently delete your Account and, in such event, you will not be entitled to any refund of funds paid to Ethos by you or to any other damages, claims or compensation in respect thereof. Further, we may, in our sole and absolute discretion and without prior notice to you, terminate or suspend your access to the Platform, or any portion thereof, and cancel your Account if we have reason to believe that you or a Permitted Minor have failed to strictly comply with these Terms or that the use of the Platform by you or a Permitted Minor violates the rights of any third party or any applicable laws.
You agree and acknowledge that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of our other remedies, you hereby consent to, and authorize us to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the requirement to post security or a bond. You further authorize us to disclose your personally identifiable information where reasonably necessary in connection with the foregoing.
Ethos reserves the right to amend, rectify, edit or otherwise alter Platform transaction data to mitigate market harm caused by your violation of these Terms.
Parents and Legal Guardians of Minors / Permitted Minors
If you are under the age of majority in your local jurisdiction and your parent or legal guardian has not accepted these Terms, you are not permitted to access or use the Platform and you must cease using the Platform immediately until your parent or legal guardian has accepted these Terms.
We require that all users of the Platform adhere at all times to these Terms. Please note that all persons who are under the age of majority in their local jurisdiction must have their parent or legal guardian accept these Terms on their behalf and take full responsibility for compliance with these Terms by all persons who access or use the Platform and for whom they are legally responsible.
By accessing or using the Platform and/or permitting access to the Platform by a person below the age of majority in your local jurisdiction (each a “Permitted Minor”), and/or by clicking a box or button, or allowing a Permitted Minor to click a box or button, that states that you accept and agree to these Terms, you confirm your acknowledgment, acceptance of and compliance with these Terms and you hereby guarantee that such Permitted Minor shall fully adhere to these Terms.
If you are a Permitted Minor or otherwise under the age of majority in your local jurisdiction, you represent and warrant that your parent or legal guardian has accepted these Terms and has guaranteed your full adherence to these Terms.
These Terms and your legal relationship with Ethos shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict of laws principles.
The Platform is operated from the Province of British Columbia, and we are headquartered in the Province of British Columbia. By electing to access or use the Platform from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Platform is in compliance with all laws applicable within that other jurisdiction. Ethos makes no representation that materials, products, content and services available on or through the Platform are appropriate or available for use in jurisdictions outside of Canada. You are not permitted to access the Platform from any jurisdiction in which the content is illegal and/or accessing the Platform is illegal. You may not use, export or re-export any materials, information or content from the Platform in violation of any applicable laws or regulations.
Waiver and Severability
The failure of Ethos to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. All remedies of Ethos hereunder shall be cumulative.
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with our prior express written consent, which consent may be withheld in our sole discretion, and any attempted assignment in violation of the foregoing is void. We may assign at our sole discretion, any or all of our rights and obligations hereunder to our affiliates, subsidiaries, successors or any other party.
These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
Ethos will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of events beyond our reasonable control, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyber-attacks, earthquakes, floods, spills, pandemics, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against.
Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms or any policy referred to herein, will be in writing and given by us (i) via email, (ii) via SMS, (iii) by posting to the Platform, or (iv) by posting communications within your Account as accessible through the Platform. Notice delivered by email or by SMS will be deemed to have been received on the date on which such notice is transmitted.
The provisions of these Terms which require or contemplate performance or continued compliance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination.
The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way.