Terms of Service | NFTi Pay

NFTIPAY

TERMS OF SERVICE

Last Updated: 05/05/2024

Please read these Terms of Service (the “Agreement”) carefully because they are a binding agreement between you and NFTipay LLC (“NFTipay,” “we,” “us,” or “our”) and apply to your (“User,” “Users” “you” or “your”) use of our mobile-enabled website hosted on the domain https://nftipay.com (the “Website”) and its sub-domains, the platform we make available through the Website (the “Technology”), and any related services, applications, APIs and social media pages (the Website and Technology, together with any related services, applications, APIs, social media pages, and any other products or services made available by NFTipay that link to this Terms of Service, are collectively referred to as our “Services”).

BY ACCESSING, CREATING AN ACCOUNT FOR, UPLOADING INFORMATION TO, OR OTHERWISE USING, THE SERVICES, YOU AGREE (1) TO BE BOUND BY THIS AGREEMENT, (2) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND OUR PRIVACY POLICY NFTIPAY.COM/PRIVACY, (3) YOU ARE AT LEAST 18 YEARS OF AGE (or the legal age of majority where you reside if that jurisdiction has an older age of majority), AND (4) YOU ACCEPT THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SERVICES.

THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES, WHICH (I) REQUIRES THAT YOU AND NFTIPAY ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT; AND (II) LIMITS CLASS ACTION CLAIMS.

Changes to Agreement

We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion without prior notice to you and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above. Your continued use of Services will confirm your acceptance of the updated Agreement. We encourage you to frequently review the Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the updated Agreement, you must discontinue using the Services.

Privacy Policy

Please refer to our Privacy Policy (the “Privacy Policy”) for information regarding how we collect, use and disclose information about you in connection with your use of our Services, and regarding how others collect, use and disclose information about you. The terms and conditions of our Privacy Policy are incorporated into this Agreement.

Eligibility

The Services are available only for individuals aged 18 years or older (or the legal age of majority where you reside if that jurisdiction has an older age of majority). If you are entering into this Agreement on behalf of a company, organization or other legal entity, you represent that you have the authority to bind such entity and its affiliates, in which case the terms “you” or “your” shall also refer to such entity and its affiliates. You further agree that you assume all responsibility and liability in connection with your use of the Services on behalf of such company, organization or other legal entity, and you shall be solely responsible for all disputes, if any, that arise due to your use of the Services on behalf of such company, organization or other legal entity.

We may, in our sole discretion, refuse to offer Services to any person or entity and change the eligibility criteria for using the Services at any time.

Terms of Access and Use

Payment Gateway License: Use of the NFTipay Payment Gateway (the “Payment Gateway”) is made available by NFTipay on an open source basis for Users of the Services under the Payment Gateway License available here: NFTIPAY.COM/GATEWAYLICENSE.
Bridge Apps: Your use of third party payment processing applications (each, a “Bridge App”_) available through NFTipay’s FIAT Bridge (which is described in more detail below) is subject to all terms, conditions and policies made available by the third party operators of Bridge Apps supported by the Services.
Website, Technology & Other Services: Subject to your compliance with this Agreement and all applicable laws, NFTipay grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Website, Technology, and NFTipay Content made available by NFTipay, together with any related services, applications, and APIs, for permitted purposes in accordance with the terms and conditions of this Agreement and any separate written agreement with NFTipay providing for additional terms and conditions applicable to your relationship with NFTipay and use of products and services offered by NFTipay (the “Additional Terms”), including, but not limited to, our (i) Privacy Policy NFTIPAY.COM/PRIVACY, and (ii) the Prohibited Items List NFTIPAY.COM/PROHIBITEDITEMS, which are collectively integrated by reference into this Agreement. In the event of a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will control.

Please note NFTipay does not control access to your digital wallet and will never ask you to share your private keys or wallet seed.

Registration & NFTipay Accounts

You must register and set up an account in order to access our Technology and initiate transactions with other Users through your account (“Transactions”). The Technology is available only to users who have registered, completed our identity verification procedures (if applicable, as described in more detail below), and have been granted accounts and credentials. You may not use anyone else’s account at any time and you may not allow others to use your account to access the Services.

We offer different types of accounts depending on how you are using the Services (each, a “NFTipay Account”):

Buyer Accounts. Accounts for Users who are being and/or being invoiced for goods and services from third parties using the Services.
Seller Accounts: Accounts for Users to utilize the Services in order to offer and/or invoice for goods and services for sale using the Services.

A User may only have one NFTipay Account per individual identity and wallet address which can be an approved Buyer Account, Seller Account, or both; provided, NFTipay may offer you the ability to create multiple Seller Accounts for different businesses and stores under a single identity. You cannot open another NFTipay Account with the same identity and another wallet address.

You may close your NFTipay Account and terminate your relationship with us without cost, but you will remain liable for all obligations related to your NFTipay Account even after the NFTipay Account is closed. In certain circumstances it may not be possible to close your NFTipay account right away, such as when there is an ongoing investigation, a pending transaction, an open dispute or claim, or if amounts are owed by you to us or others.

Identity Verification Procedures

Before you can use the Services for Transactions involving digital currencies, we will attempt to verify your identity using certain information that we collect from you as described in more detail in our Privacy Policy. If you are using functionality available through the Services to facilitate exchange of fiat currencies through Bridge Apps, you must comply with all identify verification procedures of the third party operators of the Bridge Apps you are using and any reasonable requests from NFTipay for information and cooperation to verify your identity.

When completing our identity verification process, you authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity and eligibility to use the Services. This may include but not be limited to the following:

Asking for information that will allow us to reasonably identify you;
Confirming your ownership of an email address, phone number, or payment source;
Performing additional background checks in accordance with our policies (for example, to confirm prospective users are not listed on the then most recently published OFAC or other government list of prohibited persons or entities); and
Requiring you to provide additional identifying documents.

We may require you to complete additional identify verification procedures and/or to re-verify and repeat verification procedures at any time in our reasonable discretion. We reserve the right to decline to create an account for you, and following account creation, to close, suspend, or limit access to your NFTipay Account and/or the Services in the event that we are unable to obtain information required to verify your identity. For example, if your selling activity meets certain transaction thresholds, we may require you to provide additional information and documentation to us from time to time for tax reporting or other reasons (such as verifying your business activities or resolving claims or disputes), and we may close, suspend or limit access to your NFTipay Account and/or the Services until we receive the requested information and documentation.

Identity verification undertaken by NFTipay is not intended as, and does not provide you with, a guarantee or comprehensive review of any User’s identity, integrity, or reliability to use the Service. Please also be aware that NFTipay does not complete identity verification steps on parties using only Bridge Apps made available by NFTipay through the Services. Each User, and not NFTipay, is responsible for conducting its own due diligence on the other parties to Transactions. We are not responsible, or liable to you or any third party, for vetting or screening any parties with whom you choose to transact with through the Services.

Linking your Digital Wallet

Users may link their digital wallet to the Payment Gateway in order to enable the Services to support Transactions involving the use of digital currencies for payments and invoices. NFTipay uses a third party service to link your digital wallet to the Payment Gateway and to retrieve your wallet information and cryptographic signature (“Wallet Data”). By using the Services, (i) you grant NFTipay and its service provider the right, power, and authority to act on your behalf to access and transmit your Wallet Data in connection with Transactions through the Services, (ii) you agree to your Wallet Data being transferred, stored, and processed by NFTipay, and by its service providers in accordance with their policies, which are made available to you by links in our Privacy Policy, and (iii) you consent to your wallet address and the amount of digital currency exchanged in connection with a Transaction through the Services being publicly available information on the blockchain used for the Transaction.

FIAT Bridge and Bridge Apps

Users may also link their NFTipay Account with any third party payment processor application integrated with our Services (each, a “Bridge App”) in order to facilitate payments and invoicing for Transactions using fiat currencies (the “FIAT Bridge”). The FIAT Bridge permits Seller Accounts to accept any type of fiat currency payment from Buyer Accounts while utilizing NFTipay’s applications for invoicing, point-of-sale, and other features. Minting services are not available for Transactions involving the FIAT Bridge.

By using the FIAT Bridge, (i) you grant NFTipay the right, power, and authority to act on your behalf to access, integrate with, and process information from any Bridge App account you utilize for a Transaction, (ii) you agree that your Transactions utilizing the FIAT Bridge are subject to the terms, conditions and policies (including but not limited to privacy policies) made available by the third party operators of Bridge Apps supported by the Services, and (iii) you accept and agree to all fees of any Bridge App incurred by you in connection with your Transactions using the FIAT Bridge.

The fact that the Services permit use of a Bridge App in connection with a Transaction is not an endorsement, authorization or representation of our affiliation with the third party operator of the Bridge App. We do not exercise control over Bridge Apps, and Bridge Apps may place their own cookies or other files on your computer, collect data, or solicit personal information from you.

Transactions

Transactions.

Sellers. You can invoice and receive payments for the sale of goods and services only by using a Seller Account. If you refund a Transaction to a Buyer Account, there are no fees to make the refund, but the Fees and network gas charges you originally paid in connection with the Transaction (if applicable) are not returned.
Buyers. Buyers may use the Services as a payment method when receiving invoices and completing Transactions with a Seller Account using our Services to accept enabled fiat and digital currencies as a payment method for purchases of goods and services.

Minting Services. When a Transaction involving digital currencies is completed, the Services will mint a non-fungible token (“NFT”) for each User involved in a Transaction(“Minting Services”).

NFT Records. An NFT record created by the Minting Services provides access to data verifying the purchase and sale of goods or services in a single Transaction that occurred between a buyer and seller. Each party involved in a Transaction receives a separate NFT and each party is the exclusive owner of the NFT it receives. It is possible that an asset conveyed in a Transaction is subsequently re-sold, licensed and/or otherwise encumbered or conveyed by a party with or without using our Services, and in all cases the original NFT record of the initial Transaction will not provide information about those subsequent activities with respect to the asset. Users acknowledge and accept that NFT records generated by the Services for Buyers and Sellers (i) ARE NOT EVIDENCE OF CONVEYANCE OR PROOF OF OWNERSHIP OF THE GOODS AND SERVICES CONVEYED IN A TRANSACTION, and (ii) DO NOT GRANT OWNERSHIP RIGHTS OF THE GOODS AND SERVICES CONVEYED IN A TRANSACTION AND THAT APPLICABLE LAW GOVERNS SUCH OWNERSHIP RIGHTS, NFT RECORDS SOLELY provide data about THE Transaction that occurred BETWEEN A BUYER AND SELLER FOR THOSE goods AND services. IN THEIR SOLE DISCRETION, PARTIES TO A TRANSACTION ARE SOLELY RESPONSIBLE AND LIABLE FOR OBTAINING SEPARATE EVIDENCE OF TITLE OR OWNERSHIP INTEREST FOR AN ASSET CONVEYED IN A TRANSACTION USING THE SERVICES.
Transaction Authentication Service. Subject to applicable fees, you may request NFTipay to verify the NFT records and associated data created by the Services for a Transaction. Please also be aware that blockchains utilized by the Services will maintain publicly available data for all Transactions involving digital currencies.
Network Gas Charges for Minting Services. Network gas charges for Minting Services are initially paid by NFTipay and charged through to Users of the applicable Transaction; provided, NFTipay may delay Minting Services in its reasonable discretion in the event there is reasonable suspicion of fraud or other misconduct in connection with a pending Transaction, if there is an open dispute or claim, or if network gas charges are excessively high in NFTipay’s reasonable discretion.

Payments Between Users. Payments for the sale of goods or services made through the Payment Gateway are between Users and are effectuated by their digital wallets, none of which are accessible by NFTipay. When using the FIAT Bridge, payments for the sale of goods or services are between Users and processed by their accounts with the Bridge Apps, which are not accessible by NFTipay. Sellers must keep appropriate transaction documentation for each Transaction and we may request such information to investigate disputes; however, any dispute arising between Users related to a Transaction is between the applicable Users and NFTipay shall not have any obligation or liability in connection with such disputes.
Transaction Monitoring. We review payments and/or sales of goods and services made with your NFTipay Account at our discretion. When we identify a potentially high-risk Transaction, we reserve the right to stop Services. When this happens, we will notify the Seller Account to delay delivery of affected goods and/or services. For Buyer Accounts, this may delay receipt of the goods or services purchased. If we clear the Transaction and mint a corresponding NFT (if applicable) we will notify the Seller Account and direct them to deliver any delayed goods or services. If we don’t clear the Transaction, we will cancel it and instruct the Seller Account to return funds to you, unless we are legally required to take other action.
Network Gas Charges & Digital Currency Fluctuations. Both parties acknowledge that (i) there will be blockchain network gas charges associated with use of the blockchain where a Transaction involving digital currency occurs which are not controlled by NFTipay, and (ii) the value of digital currencies can fluctuate and such fluctuations may affect the price and gas charges for a Transaction as it is being processed and executed. In the event of a delay in the ordering and payment process, the price and gas charges for goods and services from a Seller could fluctuate and adjust at the time of payment depending on the prevailing rates for a digital currency and gas charges at the time a Transaction is executed.
Foreign Currency Fluctuations and Conversion Fees. The Services support all fiat currencies in addition to digital currencies, meaning a Seller Account can price goods and services in a designated fiat currency and have the flexibility to accept payment or invoice customers in that same currency or other fiat currencies (unless prohibited by applicable laws). For example, a Seller Account may select USD as its designated currency and accept payment for goods and services (or invoice a Buyer Account) in USD, in foreign fiat currencies, or in digital currencies. Users acknowledge that: (i) the value of fiat currencies can fluctuate and such fluctuations may affect the exchange rates applicable to a Transaction as it is being processed and executed, and (ii) fees will apply for conversions of fiat currency to a different fiat currency, as well as for conversion of a fiat currency to a digital currency. The exchange rates and conversion fees are calculated at the time a Transaction is completed and can be influenced by factors such as your chosen payment method, currencies involved, order size, market conditions, jurisdictional location, among other things. NFTipay shall not be responsible or liable for fluctuations and changes in exchange rates, conversion fees and/or other charges associated with your Transaction before completing your Transaction. Please note that fees may vary for similar transactions. By completing a Transaction, you agree to pay any and all applicable exchange rates, conversion fees and/or other charges for that Transaction.

Returns. Transactions will be subject to the returns policies that a User makes available in its Seller Account and any separate agreements between the parties to a Transaction. When you buy something from a Seller Account using the Services, and the Transaction is refunded by the Seller, the digital currency will be sent back to your digital wallet where the currency originated. If you receive a payment through a Seller Account, and that payment is later refunded or invalidated for any reason, the Seller Account is responsible and liable for refunding an amount equal to the original value of the payment made for the Transaction plus any applicable network gas charges.

Your Responsibilities

Users are expected to act as responsible and respectful participants in a Transaction and to comply with all NFTipay policies and all applicable laws when using the Services. Sellers must furnish buyers with any goods and services purchased by them as agreed by those parties when completing a Transaction. All assets must be conveyed to buyers free and clear of all liens and encumbrances unless otherwise agreed in writing by the parties to the Transaction.

You are responsible for all activities that occur in your NFTipay Account and with respect to your use of the Services, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other end users). NFTipay and its affiliates are not responsible for unauthorized access to the Services or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You will ensure that your use of the Services does not violate any applicable law.

You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and back up your devices, digital wallet and accounts with Bridge Apps in a manner that will provide appropriate security and protection. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Services. You must securely maintain any passwords or secret recovery phrases that relate to your use of the Services.

Your Use of Transactional Data and User Information

If you receive information about other Users of the Services, you must keep the information confidential and only use it in connection with Transactions. You may not disclose or distribute any information about other Users to a third party or use the information for marketing purposes unless you receive that User’s express consent to do so. You may not send unsolicited emails to other Users to send, or assist in sending, unsolicited emails to third parties.

Fees

The fees for our Services (the “Fees”) can be found on our fee schedule available here NFTIPAY.COM/FEES (the “Fee Schedule”), which Fees may change from time to time in our sole discretion. Users pay in advance for identity verification (if applicable) and to use the Services for a fixed number of Transactions, plus applicable blockchain network gas fees, conversion fees and other charges as may be applicable to a Transaction. NFTipay does not deduct any amounts from the digital currency exchanged between Users engaged in a Transaction. Pre-paid Fees will include certain amounts which are non-refundable, such as network gas charges and charges for identity verification required for Seller Accounts and Buyer Accounts using digital currencies. Other pre-paid amounts as indicated on the Fee Schedule may be returned to you when closing your NFTipay Account, subject to any charges applicable to returning those funds to the User (such as network gas fees incurred by NFTipay).

If you owe any fees or other amounts to NFTipay, we may (i) suspend or stop providing Services to you; (ii) place limitations or take other actions on your NFTipay Account, and (iii) engage in collection and other efforts to recover such amounts from you.

Taxes

Each party will be responsible, as required under applicable law, for identifying and paying all applicable sales, use, VAT, and any other taxes and governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the payments under this Agreement. All Fees payable by you are exclusive of taxes unless otherwise noted. We reserve the right to withhold taxes where required.

It is your responsibility to determine what, if any, taxes apply to the payments you make or receive using the Services, including Transactions through your Payment Gateway or Bridge Apps, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority.

For clarity, in the event you are subject to capital gains (or losses) related to appreciation or depreciation of digital currencies used for Transactions, you are solely responsible for paying any such capital gains taxes and/or for reporting capital losses as applicable to your Transactions.

Modification to Services

NFTipay may, at any time and for any reason, change, update or discontinue Services, or any part thereof, with or without notice. We may add or remove features including without limitation making free services into paid services and vice versa. NFTipay will not be liable to you or to any third party for any modification, suspension or discontinuance of Services as permitted herein.

We will give you appropriate advance notice about any major changes, although you understand that we may stop, suspend, or change our Services at any time without prior notice. You may terminate this Agreement at any time by ceasing to use our Services.

Conduct Guidelines

The rights granted to you under this Agreement are subject to the following conduct guidelines concerning the Services:

You will not engage in any Transactions involving any of the items on our Prohibited Items list NFTIPAY.COM/PROHIBITEDITEMS;
When selling goods or services through the Services, you will not engage in any activities to re-sell, license and/or otherwise encumber any asset once a Transaction is completed;
You will not copy, reproduce, distribute, transmit, republish, post, publicly perform or publicly display the Services, or any information or content made available on or through the Services, without NFTipay’s prior written consent;
You will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, frame, reverse compile or reverse engineer any part of the Services;
You will not access or use the Services to build a similar or competitive service or application;
You will not remove or destroy any copyright notices or other proprietary markings contained on or in any portion of the Services;
You will not use any scraping, data mining, robots or similar data gathering or extraction methods on the Services, and you will not collect or harvest any personally identifiable information;
You will not create or compile, directly or indirectly, any collection, compilation, database, or directory from the Services;
You will not disrupt the operation of the Services in any manner or impose an unreasonable or disproportionately large load on our infrastructure, for example by using methods such as denial of service attacks, flooding, and spamming;
You will not transmit any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services;
You will not probe, scan or test the vulnerability of our system or network or attempt to breach security or authentication measures;
You will not upload invalid data, viruses, worms, keyloggers, spyware, Trojan horses, time bombs, malicious or harmful code, or other software agents through the Services;
You will not use the Services other than for their intended purposes; and
You will not access or use the Services in an unlawful way or for an unlawful or illegitimate purpose.

You are solely responsible for complying with all laws, rules and regulations applicable to you when you use the Services. You agree to comply with the above conduct and usage requirements (“Conduct Guidelines”) and agree not to assist or permit any person to engage in any conduct that does not comply with the Conduct Guidelines. Any use of the Services in violation of these Conduct Guidelines is prohibited and may result in our suspension of your NFTipay Account, our enforcement of limitations or withholding of Services, or termination of your right to use the Services, and may possibly expose you to legal action and damages.

If we close your NFTipay Account or terminate your use of the Services for any reason, we’ll provide you with notice of our actions and you will have access to any unrestricted digital currency held in your Payment Gateway that has been sent to you. You are responsible for all reversals, chargebacks, claims, fees, network gas charges, fines, penalties and other liability incurred by us, any other User, or a third party caused by or arising out of your breach of this Agreement and/or your use of the Services.

NFTipay Content

Except for Third Party Content, Open Source Components and User Content (each as defined below), all information and materials contained on or within the Services, including, but not limited to, text, graphics, HTML, look and feel, images, illustrations, designs, photographs, audio, video, white papers, press releases, names, product names or descriptions, icons, typefaces, software (both source and object code), format, queries, algorithms and written and other materials and information (collectively, “NFTipay Content”), as well as their selection and arrangement, and all intellectual property and other rights relating to NFTipay Content, as between you and NFTipay, are solely and exclusively owned by NFTipay. You will not delete or alter any copyright, trademark or other proprietary rights notices from NFTipay Content.

Third Party Content

The Services may contain proprietary information and materials licensed or provided to NFTipay by third parties in connection with NFTipay’s provision of the Services and/or other business purposes (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto.

Open Source Components

With respect to any open source or third-party code that may be incorporated in the Services (“Open Source Components”), such Open Source Components are covered by the applicable open source or third-party license authorizing use of such code, including the terms available here. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Components.

User Content

Certain features of the Services may allow you to post, submit, publish, display, share, store or manage images, text, product descriptions, ideas, opinions, recommendations, and other information, which data and content could include your name, business logo and other marks (if applicable), photos and videos (collectively, “User Content”). All User Content must comply with this Agreement, including without limitation, the Content Guidelines set out below. You agree that NFTipay may use and display any User Content you voluntarily provide in connection with operating the Services, including (if applicable) publicly displaying your User Content in our Services, subject to the terms of our Privacy Policy. User Content must comply with all applicable federal, state, local and international laws and regulations. NFTIPAY DOES NOT ENDORSE ANY USER CONTENT SUBMITTED THROUGH THE SERVICES, AND NFTIPAY HAS NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY USER CONTENT SUBMITTED THROUGH THE SERVICES OR FOR ANY RESULTS CAUSED BY USING SUCH USER CONTENT.

Any User Content is posted and otherwise made available in our Services on a non-confidential and non-proprietary basis. By providing User Content, you grant NFTipay and our service providers, and each of their and our respective licensees, successors and assigns the worldwide, unrestricted, royalty-free, irrevocable, transferable, sub-licensable right to (a) publish, publicly display and perform, modify, edit, alter and otherwise use the User Content in whole or in part, without further consent, review or participation from you, for any purpose throughout the world (including commercial and promotional) in any medium or format now existing or hereafter created, including but not limited to print or recorded material, websites, and social media platforms; and (b) use your name, commentary and other information about you in connection with the User Content. You represent and warrant that (x) you own or control all rights in and to the User Content and have the right to grant the license granted above; and (y) all of your User Content does and will comply with this Agreement. We reserve the right to use, not use, or discontinue using any User Content in our sole discretion at any time, subject to the terms of our Privacy Policy.

Content Guidelines

You shall abide by the following guidelines with respect to all User Content provided to NFTipay (our “Content Guidelines”). User Content must not:

Contain any material which is false, misleading, defamatory, obscene, indecent, abusive, offensive, threatening, harassing, hateful, inflammatory, an invasion of privacy, or is otherwise objectionable;
Contain any information or content that we deem to be denigrating or offensive to any individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, or to be otherwise objectionable;
Exploit, harm or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
Create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person;
Create a risk of any loss or damage to property;
Create or compile, directly or indirectly, any collection, compilation, database, or directory from the Services;
Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
Include advertisements, promotional materials or solicitations related to any product or service;
Contain any medical advice, or give the impression that it contains medical advice; or
Give the impression of endorsement by NFTipay or any other person or entity, if this is not the case.

You will not upload any User Content that (i) includes trade secrets or third-party intellectual property unless you have permission or a valid license from the owner to use it in the specific manner that you used it, (ii) infringes any intellectual property, privacy or publicity right of another, (iii) violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy.

Any use of the Services in violation of Content Guidelines is prohibited and may result in our suspension of your account, or termination of your right to use the Services, removal of your User Content, and may possibly expose you to legal action and damages.

Copyright / DMCA Policy

NFTipay respects the intellectual property of others and we ask our Users to do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If properly notified as described below that any materials published on or through the Services infringe a third party’s copyright, NFTipay will investigate such allegation and take action in accordance with the DMCA or equivalent laws which are applicable in other jurisdictions. We will take whatever action we deem appropriate, in our sole discretion, including removal of the infringing material, contacting the relevant user, and/or terminating any user that is determined by us to be a repeat infringer. This process does not limit our ability to pursue any other remedies we may have to address suspected infringement.

It is highly unlikely that we will know about any potential violations of your rights unless you tell us. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice (see the contact information for the designated copyright agent below) containing the following information:

Your name, address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
A description of where in the material that you claim is infringing may be found on or in the Services, sufficient for NFTipay to locate the material (e.g., the URL);
A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
Your electronic or physical signature.

If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to NFTipay a counter-notice. You may submit notices of alleged infringement, or any counter-notice, via email, with the subject line “Copyright Notices” to SUPPORT@NFTIPAY.COM or via mail to the address below.

NFTipay

3 Howard Munroe Pl.

Lexington, MA 02420

ATTN: DESIGNATED COPYRIGHT AGENT

NFTipay may disclose any communications concerning DMCA or other applicable copyright notices or other intellectual property complaints to third parties, including the users who have posted the allegedly infringing material. NFTipay reserves all rights to seek damages and fees associated with infringement and/or fraud.

Social Media

When we make available certain social media features through Facebook, X, Instagram, or other social media sites, you may take such actions as are enabled by those features. Please be aware that activities on our social media sites, or facilitated by or through our social media sites, are subject to the terms and conditions of the applicable social media site(s). Any information or content provided to social media sites may be processed and used by the applicable social media sites in accordance with their policies and any agreements with NFTipay.

Links to Other Sites

Our Services may contain links to other websites. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data, or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies and terms of use for the other websites you visit.

Ownership

NFTipay and/or its licensors own all right, title and interest, including all related intellectual property rights, in and to the Services, NFTipay Content, and Third Party Content, excluding the Open Source Components (which are subject to applicable open source licenses). This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, NFTipay Content and/or Third Party Content. NFTipay reserves all rights not expressly granted in this Agreement.

All trademarks, service marks, logos, slogans and taglines displayed on or through the Services are the property of NFTipay and its licensors or their respective owners and nothing contained herein should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on or through the Services without the express written permission of NFTipay, or such third-party that may own the trademark, service mark, logo, slogan or tagline.

Your Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). We may ask for your Feedback in connection with your use of the Services, and you can always submit Feedback by emailing us at SUPPORT@NFTIPAY.COM.

You grant us a nonexclusive, irrevocable, worldwide, royalty-free, fully paid up right and license to use any Feedback provided by you to us with respect to the Services, and we can use, disclose, reproduce, license and otherwise distribute and exploit Feedback in any manner without obligation or restriction of any kind on account of intellectual property rights or otherwise. NFTipay will treat any Feedback you provide to us as non-confidential and non-proprietary.

Communications Related to Services – Consent to Receive Text Messages

By providing your mobile number, you are agreeing to be contacted by or on behalf of NFTipay at the mobile number you have provided, including calls and text messages, to receive informational, Services-related communications (e.g., authentication, order confirmations, etc.). Message and data rates may apply.

Consent to Electronic Notice

If you provide your email address to NFTipay through the Services, or by e-mailing NFTipay directly, you agree that NFTipay may communicate with you electronically regarding administrative, security and other issues relating to your use of the Services. You agree that any notices, agreements, disclosures or other communications that NFTipay sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights.

No Reliance

Any reliance you place on the Services, NFTipay Content and/or Third Party Content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of or exposed to such materials. NFTIPAY DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SERVICES. NFTIPAY ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING FINANCIAL DECISIONS.

All statements and/or opinions expressed in the Third Party Content are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of NFTipay. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

General Disclaimers

The services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not have any control over the products or services provided by Seller ACCOUNTS, and we cannot ensure that a User you are dealing with will actually complete the transaction or is authorized to do so. We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our Services (including any networks and servers used to provide any of the Services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. We will make reasonable efforts to ensure that Transactions are processed and NFTs are minted in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing or minting because the Services are dependent upon many factors outside of our control, such as network congestion in the blockchain network system. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply.

NFTIPAY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE NFTIPAY CONTENT, NOR DOES NFTIPAY REPRESENT, WARRANT, OR GUARANTEE THAT THE NFTIPAY CONTENT OR THE SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER HARMFUL CODE, OR PROGRAMS INTENDED TO INTERCEPT OR ACQUIRE DATA.

Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

Risks of Emerging Technologies

OUR SERVICES ARE BUILT FOR AND RELY ON EMERGING TECHNOLOGIES, SUCH AS CRYPTOCURRENCY AND BLOCKCHAIN. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU ARE KNOWLEDGEABLE CONCERNING DIGITAL ASSETS. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE THE ETHEREUM PROTOCOL OR ANY OTHER BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.

YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL CURRENCIES PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN NFTIPAY’S CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.

YOU UNDERSTAND AND ACCEPT THAT NFTIPAY DOES NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES NFTIPAY CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY NFTIPAY AS PART OF THE SERVICES AND IS NOT ITSELF A THIRD PARTY SERVICE. YOU UNDERSTAND AND ACCEPT THAT NFTIPAY DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE FUNCTIONING OF ANY PROTOCOL OR ANY THIRD PARTY SERVICE. YOU AGREE THAT YOU ALONE, AND NOT NFTIPAY, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT NFTIPAY IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING THE SERVICES. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICES TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

Limitation of Liability

IN NO EVENT SHALL NFTIPAY OR ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR DEVICE OR OTHERWISE, OR SIMILAR DAMAGES) RESULTING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) YOUR USE OR INABILITY TO USE THE SERVICES, the Payment Gateway or any blockchain, and/or Bridge Apps, OR ERRORS, MISTAKES, OR INACCURACIES IN NFTIPAY CONTENT OR THIRD PARTY CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, (II) LOSSES DUE TO YOUR USER CONTENT, (III) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE SERVICES, (IV) ANY INFRINGEMENT BY THE SERVICES OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, OR (VI) ANY ERRORS OR OMISSIONS IN THE SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NFTIPAY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU AGREE THAT YOUR USE OF THE SERVICES IS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND AT YOUR SOLE RISK, AND YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY USE, INABILITY TO USE, MODIFICATION, SUSPENSION, OR WITHDRAWAL OF THE SERVICES, OR ANY FEATURES, PARTS, OR CONTENT OF THE SERVICES.

General Release

You are solely responsible for all claims, injuries (including death), illnesses, damages, liabilities, and costs (“Liabilities”) suffered by you or any third party as a result of your use of the Services. To the maximum extent permitted by applicable law, you hereby release the NFTipay Parties (as defined below) from any and all responsibility and liability for the foregoing.

YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. IF YOU ARE A CALIFORNIA RESIDENT, YOU ACKNOWLEDGE AND HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the NFTipay Parties pertaining to the subject matter of this section.

Indemnification By You

Without limiting the generality or effecting other provisions of this Agreement, as a condition of accessing or using the Services, you agree, at your expense, to indemnify and hold harmless NFTipay and its affiliates, licensors and suppliers, and our and their officers, directors, employees and agents (“NFTipay Parties”), from and against any and all losses, costs, damages, liabilities and expenses (including without limitation attorneys’ fees) in relation to or arising from (i) your use or inability to use the Services, the Payment Gateway or any blockchain, and/or Bridge Apps, (ii) your User Content, (iii) your failure to comply with any applicable laws and regulations (including any privacy laws), (iv) your violation of any third party right, including without limitation any copyright, property or privacy right, or (v) your breach of any obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable indemnified party.

For any third-party claim covered under this indemnification provision, we will notify you upon becoming aware of the claim, and you will also defend such claim at your expense if instructed by us to do so. If we or our partners or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process, you will also reimburse us for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at the applicable then-current hourly rates.

Term, Suspension and Termination

This Agreement will remain in full force and effect while you use the Services. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such actions could include suspending your account or terminating your rights with respect to the Services, with or without notice. If your rights with respect to the Services are suspended or terminated, you agree to make no further use of the Services as directed by NFTipay for the duration of the suspension or indefinitely following termination.

ARBITRATION CLAUSE & CLASS ACTION WAIVER – APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Boston, Massachusetts, United States of America, before one arbitrator. The language to be used in the arbitral proceedings will be English. If the dispute, claim or controversy exceeds $250,000, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”), and if not, the arbitration shall be administered by JAMS pursuant to the Rules and in accordance with the Expedited Procedures or similar process set forth in the Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

YOU AND NFTIPAY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

YOU AND NFTIPAY EACH HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THIS WAIVER APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHETHER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER THEORY.

Force Majeure

You agree that NFTipay is not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, pandemics and epidemics, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

Governing Law and Venue

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, United States of America, without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

General Terms

This Agreement, together with the Privacy Policy and any Additional Terms incorporated herein by reference, constitute the sole agreements between you and NFTipay for your use and the provision of the Services, and the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Should any provision of this Agreement be held invalid or unenforceable, such provision will be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and other provisions of this Agreement will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and any rights and licenses granted hereunder, may not be transferred, delegated or assigned by you, but may be assigned, delegated or transferred by NFTipay without restriction. Any attempted assignment, subcontract, delegation or transfer by you in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Certain of our licensors and suppliers may be third-party beneficiaries of this Agreement and have the right to enforce this Agreement against you.

Contact Information

If you have any questions about our Services or this Agreement, please contact us at SUPPORT@NFTPAY.COM.

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