📄Terms of Service
Introduction
Welcome to Elacity, a decentralized marketplace for non-fungible tokens (NFTs), owned and operated by Elacity, LLC., d/b/a Elacity, a corporation organized under the laws of Saint Vincent and the Grenadines ("Elacity," "we," "us", or "our"). These Terms of Service ("Terms") oversee your access to and use of Elacity's website(s), mobile applications ("Apps"), our Application Programming Interfaces (APIs), and all software, tools, features, functionalities, and services provided by us, including without limitation, the exploration, creation, buying, selling, or transferring of NFTs using our platform (collectively, the "Service").
Throughout these Terms, "you", "user", or "your" refers to you as a user of the Service. If you use the Service on behalf of an entity such as a company, then "you" refers to both you and the entity, and by using the Service, you affirm that you are authorized to represent the entity, have the authority to bind the entity to these Terms, and agree to these Terms on behalf of the entity.
PLEASE PERUSE THESE TERMS OF SERVICE METICULOUSLY AS THEY CONTAIN VITAL INFORMATION THAT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. AS SPECIFIED IN THE DISPUTE RESOLUTION AND ARBITRATION SECTION BELOW, THESE TERMS COMPRISE A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, SUBJECT TO CERTAIN EXCEPTIONS, REQUIRES YOU TO SUBMIT ANY DISPUTES YOU HAVE WITH US TO BINDING INDIVIDUAL ARBITRATION, RATHER THAN PROCEEDING IN COURT.
BY AGREEING TO THESE TERMS AND/OR USING OUR SERVICE, YOU CONSENT TO BE LEGALLY BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.
Elacity is neither a wallet provider, exchange, broker, financial institution, money services business, nor a creditor. Elacity offers a peer-to-peer decentralized marketplace service, helping users discover NFTs available on public blockchains, and connect directly with other users. We do not possess custody or control over the NFTs or blockchains you interact with, and we do not initiate or carry out purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet that facilitates transactions on blockchains.
Elacity is not a party to any transaction or agreement between users. You solely bear the responsibility for verifying the identity, authenticity, and legitimacy of NFTs that you purchase using the Service. We make no representations or warranties about the identity, legitimacy, or authenticity of users or NFTs, or any associated content that is visible on the Service.
We occasionally provide additional terms for specific services. These additional terms, available with the relevant service, become part of your agreement with us if you use those services. They form part of the "Service" as referenced in these Terms and are subject to these Terms. In case of a conflict between these Terms and any additional terms provided for a specific service, the additional terms will take precedence for that service.
Elacity reserves the right to change or modify these Terms at any time, at its sole discretion. If we make material changes to these Terms, we will endeavor to notify you by providing notice through the Service or updating the "Last Updated" date at the beginning of these Terms. By continuing to access or use the Service after the changes have taken effect, you confirm your acceptance of the revised Terms. It remains your responsibility to review these Terms periodically for any changes and to ensure you understand the terms and conditions that apply when you access or use the Service.
Your use of the Service following the posting of any changes constitutes your full acceptance of such changes. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service.
Participating in the purchase of NFTs involves significant risks and potential financial losses, including but not limited to the following, you accept and acknowledge:
You hereby acknowledge and assume the risk of initiating, interacting with, participating in transactions and take full responsibility and liability for the outcome of any transaction they initiate. Users hereby represent that they are knowledgeable, experienced, and sophisticated in using blockchain technology, Elacity, and in initiating blockchain-based transactions.
There are risks associated with purchasing user-generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Elacity assumes no liability or responsibility to you for any losses in transactions.
Elacity does not store, send, or receive an NFT. The NFT is transferred on the Smart Contract maintained by Elacity. Any transfers of NFTs occur via the Smart Contract located on the blockchain and not on Elacity. Further, as NFTs are non-fungible, they are unrecoverable once damaged or lost. You confirm that you will transfer the NFTs out of Elacity for custody once after the completion of purchasing, and that Elacity will not be responsible or liable to you for any loss in case the NFTs are damaged or lost.
There are risks associated with purchasing blockchain-based tokens, including but not limited to, the risk of losing private keys, theft of cryptocurrency or tokens due to hackers finding out your private key, lack of a secondary market, significant price volatility, hard forks, and disruptions to the blockchain. You accept and acknowledge that transfers on the blockchain are irreversible and as a result, it is not possible for Elacity to issue refunds on NFT purchases.
Elacity is not responsible for losses due to blockchains or any other features of the blockchain network or any blockchain-compatible browser or wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the network, including forks, technical node issues, or any other issues having fund losses as a result.
You acknowledge and agree that the smart contracts may be subject to bugs, malfunctions, timing errors, hacking, and theft, or changes to the protocol rules of the blockchain, which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or NFT, or lost opportunities to buy or sell NFTs. Elacity assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
You acknowledge that Elacity is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by Elacity. This warning and others provided in this Agreement by Elacity in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing Elacity.
You are solely responsible for determining what, if any, taxes apply to your purchases and sales of NFTs. Elacity is not responsible for determining the taxes that apply to NFT transactions.
Access to the Service
In the world of web3, your blockchain address essentially functions as your unique identifier on Elacity. As such, you will require a blockchain address along with a third-party wallet to access and use the Service. Your Elacity account ("Account") will be linked to your blockchain address, offering an option to customize your account with additional features such as a profile picture, enhancing your Elacity persona.
Your Elacity Account will display your linked blockchain address and showcase the NFTs associated with that specific address, as well as any related content. It is essential to note that in utilizing your wallet in connection with the Service, you are bound by the terms and conditions set forth by the relevant wallet provider. Wallets are separate entities, not operated, maintained, or affiliated with Elacity, and we do not exercise control or custody over the contents of your wallet, nor can we retrieve or transfer its contents. Elacity disclaims any responsibility or liability in relation to your use of a wallet and does not assure or warrant the compatibility of any specific wallet with the Service. The onus of maintaining your wallet's security lies entirely on you, and it is imperative that you refrain from sharing your wallet credentials or seed phrase with anyone. In case of issues related to your wallet, you should immediately contact your wallet provider. Similarly, you alone are responsible for your Account and any linked wallet, and Elacity will not be liable for any actions or omissions related to your Account or wallet being compromised. In the event of discovering or suspecting any security issues related to the Service or your Account, it is your duty to promptly notify us.
Furthermore, you warrant that you will abide by all applicable laws (including, but not limited to, local, state, federal, and international laws) while using the Service. This includes ensuring that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You are bound by these conditions for the entire duration of this agreement. If you access or use the Service from outside of Saint Vincent and the Grenadines, it is your responsibility to ensure that such use does not violate any applicable laws of your location.
In certain instances, Elacity may require you to provide additional information or documents, such as at the request of a government authority, as dictated by applicable laws or regulations, or to investigate a potential violation of these Terms. Elacity, at its sole discretion, may suspend your Account and restrict your access to the Service until such additional information and documents have been reviewed and verified by Elacity. If the information provided by you in response to such a request is incomplete or inaccurate, Elacity reserves the right to refuse to restore your access to the Service.
Please be aware that your access to and use of the Service might occasionally be interrupted due to a variety of factors. These factors could include, but are not limited to, equipment malfunctions, scheduled updates, maintenance or repairs to the Service, or other actions that Elacity may deem necessary at its sole discretion. In the event that your Account remains inactive for a duration exceeding six months, as solely determined by Elacity, you acknowledge and consent to the possibility of Elacity disabling your Account or reassigning your username or associated URL.
Elacity stipulates that all users must be at least 18 years of age. If you are between the ages of 13 and 18, you may only access and use Elacity under the supervision and with the consent of a parent or guardian who owns an Account. This parent or guardian assumes full responsibility for your activities on the Account. Please note that the use of our Service is strictly prohibited for individuals under the age of 13.
Elacity uses a unique tokenization model involving Access Tokens, Royalty Tokens, and Distribution Rights Tokens. Access Tokens are scarce tokens embedded with specific rights, enabling users to access encrypted digital capsules. Their trading and transfer are facilitated directly through smart contracts, representing a new paradigm in digital asset management. Royalty Tokens are entitled to immediate revenue sharing, which is automatically executed upon the trading of Access Tokens. This ensures a fair and transparent distribution of revenues, aligning with the core principles of the Access Economy. Distribution Rights Tokens allow owners to define and enforce specific terms related to the sale and transfer of Access Tokens. They cover aspects such as usage rights, transfer restrictions, and resale percentage rights in secondary markets, providing a comprehensive framework for digital rights management.
Elacity's decentralized structure empowers users by facilitating direct peer-to-peer interactions. This model contrasts with traditional centralized systems by putting control into the hands of the users, ensuring greater autonomy and flexibility. Elacity's operations, including dispute resolution and transaction security, are underpinned by blockchain technology. As Elacity is not a wallet provider, users need to engage with third-party wallets to execute transactions on the platform. It is important for users to understand that Elacity does not have custody or control over these wallets and their contents. Users are responsible for the security of their wallets and must exercise due diligence in managing their blockchain addresses linked to their Elacity accounts.
NFT refers to unique non-fungible tokens, which represent pieces of programmable content in the form of non-fungible ERC721 or ERC1155 digital assets that themselves may be created by reference to a smart contract on a blockchain. Elacity is an online trading platform where users can sell, purchase, list for auction, make offers, and bid on NFTs. You can obtain an NFT by making an offer accepted by the seller, purchasing at a list price, or bidding on NFT available in smart contract-enabled auctions. You will be able to search, browse, click on links, and purchase NFTs that represent digital content on Elacity. A purchaser that becomes an owner of content (“Collector”) will have no intellectual property rights to that content.
Owning an NFT is similar to owning a piece of art. You own a cryptographic token representing the content creator’s creation as a piece of property, but you do not own the content itself. Collectors may show off their ownership of collected NFTs by displaying and sharing the underlying content, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying content, accepting the limited license granted by these terms to underlying content. The content creator reserves all exclusive copyrights to content underlying NFTs on Elacity, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the content. The Collectors may not infringe on any of the exclusive rights of the copyright the content creator.
NFTs are optionally offered for immediate acceptance at a List Price established by the seller on Elacity. You can purchase NFT with a List Price through Elacity by sending an equivalent amount of cryptocurrency to a Smart Contract configured to initiate a transfer of the NFT, plus additional fees and gas.
You can make offers on NFTs through Elacity. Offers on Elacity are legally binding, revocable offers to purchase the NFT capable of immediate acceptance by the seller of the NFT. By making an offer, you agree to temporarily send and lose control over an amount of offered cryptocurrency to a Smart Contract. The Smart Contract is configured to take the offered cryptocurrency until either the offer is accepted by the seller, a higher offer is received, or the offer is revoked. The seller of the NFT has the unilateral authority to accept the bid.
Every transaction on Elacity is subject to fees collected to support Elacity. You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the blockchain network. By transacting on Elacity and by using Smart Contracts, you hereby acknowledge, consent to, and accept all automated fees, commissions, and royalties for the sale of NFTs on Elacity. You hereby consent to and agree to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. You hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.
All transactions on Elacity, including without limitation bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the blockchain network. The blockchain network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the network, and thus every transaction occurring on Elacity. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Elacity. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on Elacity be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that gas is non-refundable under all circumstances. No Representations or Warranties Digital content and its descriptions are posted for informational purposes only and may not be independently verified by Elacity and/or its partners. Therefore, your reliance on such information is at your own risk. You should always verify information on Elacity before making a bid or purchase. Because we do not control User Content and/or other third-party sites and resources, you acknowledge and agree that we are not responsible for the accuracy or availability of any User Content and materials and/or external sites or resources.
We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Elacity will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, Elacity is under no obligation to become involved. You acknowledge and consent to the risk that the price of an NFT purchased on Elacity may have been influenced by user activity outside of the control of Elacity. Elacity does not represent, guarantee, or warrant the accuracy or fairness of the price of any NFT sold or offered for sale on Elacity. You agree and acknowledge that Elacity is not a fiduciary nor owes any duties to any user of Elacity, including the duty to ensure fair pricing of NFTs or to influence user behavior on Elacity.
Users must ensure compliance with all applicable laws and regulations. This includes the responsibility to adhere to laws related to embargoes, sanctions, and not engaging in transactions with parties from embargoed jurisdictions or those subject to sanctions. Users are also responsible for fulfilling any tax obligations arising from transactions on Elacity. By enhancing the "Access to the Service" section with this detailed explanation, users will gain a comprehensive understanding of Elacity's tokenization model and decentralized nature, helping them navigate Elacity more effectively and responsibly.
Ownership and Intellectual Property Rights
Elacity, including its unique “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, scripts, etc.), proprietary content, information and other materials, as well as all content and other materials contained therein (including without limitation the Elacity logo and all designs, text, graphics, pictures, data, software, sound files, and other files) constitute the proprietary property of Elacity, its affiliates, licensors, or users, as applicable. You agree not to engage in any action(s) that would contravene these ownership interests. Elacity and its affiliates, licensors, and users reserve all rights related to the Service and its content, including, without limitation, the exclusive right to create derivative works.
The name, logo, trademarks of Elacity, as well as any product or service names, designs, logos, and slogans related to Elacity are the intellectual property of Elacity, its affiliates, or licensors. These may not be copied, imitated, or used, either in whole or in part, without our prior written permission in each instance. The use of any metatags or other "hidden text" using "Elacity" or any other name, trademark, or product or service name of Elacity without our prior written permission is strictly prohibited. Additionally, the unique “look and feel” of the Service constitutes the service mark, trademark, or trade dress of Elacity and may not be copied, imitated, or used, either in whole or in part, without our prior written consent.
Third-party trademarks, registered trademarks, and product names referenced on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners. The use of these, either in whole or in part, without the permission of the respective intellectual property rights holder is not permitted. The mention of any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Elacity.
Feedback, comments, and suggestions for Service improvements ("Feedback") are always welcome. You understand and expressly agree that any contribution of Feedback does not grant or confer any right, title, or interest in the Service or the Feedback. You acknowledge that Elacity may use and disclose Feedback for any purpose, without further notice or compensation to you, and without you retaining any proprietary or other rights. You hereby assign to Elacity all rights, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, know-how, moral rights, and any and all other intellectual property rights) that you may have in the Feedback.
Content Licensing and IP Management in Elacity's DRM-Enabled Ecosystem
Elacity’s platform is dedicated to revolutionizing the way digital assets are accessed, distributed, and managed, particularly through its implementation of advanced Digital Rights Management (DRM) technologies. This system plays a crucial role in preserving the rights of creators and ensuring that users adhere to the specific licensing terms associated with each digital asset, whether it be video capsules, audio capsules, software, or any other form of digital content.
As a creator or rights holder on Elacity, you have the autonomy to define the access, distribution, and usage rights of your digital assets. This includes setting parameters for how your content can be used, whether it’s for viewing, listening, or incorporating into other works. Our platform facilitates the tokenization of these rights through NFTs (Non-Fungible Tokens), ensuring that they are uniquely identifiable and securely managed on the blockchain. As a user of Elacity, you are required to respect the intellectual property rights of creators and comply with the specific licensing terms attached to each digital asset. When you access a digital capsule, you are bound by the terms set forth by its creator. This may include restrictions on copying, modifying, or redistributing the content.
Our platform employs a decentralized and transparent approach to intellectual property management, offering robust protection against unauthorized access and distribution. By utilizing blockchain technology, Elacity ensures that each digital asset is linked to a clear and immutable record of ownership and licensing rights. Elacity’s platform automates the process of revenue sharing and royalty distribution. Creators can receive immediate compensation as transactions occur, thanks to smart contracts that govern the terms of revenue sharing. This system offers a more equitable and efficient means of monetizing digital assets, ensuring that creators are fairly compensated for their work.
The integration of blockchain technology in Elacity’s DRM system provides an unprecedented level of transparency and traceability. Users can verify the authenticity and ownership history of digital assets, fostering a marketplace that values and respects intellectual property. Recognizing the dynamic nature of digital rights and the ever-evolving legal landscape, Elacity’s platform is designed to be adaptable. We continuously update our DRM protocols to align with new legal standards, technological advancements, and user expectations. By participating in Elacity’s ecosystem, both creators and users are part of a cutting-edge movement that respects and upholds the value of digital assets in the Web3 era. We encourage all users to familiarize themselves with the specific licensing terms of each digital asset they interact with and uphold the ethos of respecting and protecting intellectual property rights.
License to Access and Use the Service and Its Content
Elacity hereby extends to you a limited, non-exclusive, non-transferable, non-sublicensable, personal license to access and use our Service. Please note that this license is granted on the condition of your compliance with our Terms. If we distribute or make available any software, content, or other materials owned, controlled, or licensed by us as part of your use of the Service, we extend to you a non-commercial, personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive license to access, display, and use such software, content, and materials. Furthermore, you may download a single copy of the App onto your relevant equipment or device, with the sole purpose being to enable you to use the Service in line with these Terms. Any license in content linked to or associated with any NFTs is as specified by the relevant seller or creator of the NFT.
Third-Party Content and Services
Elacity, functioning as a peer-to-peer web3 service, facilitates your exploration of NFTs created by third parties and your interaction with various blockchains. However, Elacity makes no representations or warranties regarding third-party content accessible through our Service, which includes any content associated with NFTs showcased on the Service. The onus is on you to verify the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. Moreover, we cannot assure that any NFTs displayed on Elacity will continue to be visible and/or purchasable, sellable, or transferrable.
NFTs may be governed by terms stipulated directly between buyers and sellers, pertaining to the usage of the NFT content and associated benefits of a given NFT (“Purchase Terms”). For instance, when you seek more information about any of the NFTs visible on Elacity, you may encounter a third-party link to the creator’s website. Such a website might contain Purchase Terms that dictate the usage of the NFT, which you will be obliged to comply with. Elacity is not a party to any such Purchase Terms, which exist solely between the buyer and seller. The responsibility for communicating, establishing, agreeing to, and enforcing these Purchase Terms rests entirely with the buyer and seller. It is incumbent upon you to review these Purchase Terms.
The Service may contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or it may otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you follow a link to or access and use a Third-Party Website or Third-Party Application, even without receiving a warning that you are leaving our Service, you become subject to the terms and conditions (including privacy policies) of that other website or destination. These Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Elacity and may be "open" applications with no potential recourse. Elacity bears no responsibility or liability for any Third-Party Websites, Third-Party Applications, or Third-Party Materials. We merely provide links to these Third-Party Websites and Third-Party Applications for your convenience and do not review, approve, monitor, endorse, warrant, or make any representations regarding these Third-Party Websites or Third-Party Applications, or their products, services, or associated Third-Party Materials. You assume all risks associated with using links in Third-Party Websites, Third-Party Applications, and Third-Party Materials.
Within the realm of Elacity’s Access Economy Marketplace, the facilitation and execution of transactions are predominantly governed by smart contracts deployed on the blockchain. These smart contracts are autonomous, self-executing contractual states, stored on the blockchain, which carry out the terms of a contract. The terms embedded within these smart contracts are executed automatically upon fulfillment of the contract's conditions, thereby playing a pivotal role in the interaction, trade, and transfer of rights between users on the Elacity platform. As a user of Elacity, it is imperative to comprehend the underlying mechanics and legal implications associated with these smart contracts. When you engage in a transaction on Elacity, you are effectively participating in a process that is governed by the code of these smart contracts, along with the overarching principles of the blockchain technology. This means that the enforcement and execution of the transactional terms are not overseen by Elacity but are autonomously carried out by the technology underlying the smart contract.
It is important to recognize that once a transaction has been initiated and validated on the blockchain, it becomes irreversible. Due to the immutable nature of blockchain technology, Elacity does not have the capability to alter, reverse, or otherwise intervene in the outcomes of transactions that have been autonomously executed by these smart contracts. This underscores the necessity for you to exercise diligence and caution while engaging in transactions within the Elacity ecosystem. Furthermore, the legal status and regulatory framework surrounding smart contracts and blockchain technology can be complex and varies across jurisdictions. As a user, you are responsible for understanding and adhering to any legal requirements and regulations that apply to your use of smart contracts and blockchain-based transactions in your jurisdiction. Elacity, in its role as a facilitator providing access to these decentralized services, does not assume liability for the outcomes of interactions mediated by these smart contracts. It is your responsibility to ensure that your use of Elacity's services, including your interactions with smart contracts, aligns with the legal standards and regulations applicable to you.
By using Elacity's services, you acknowledge and agree to the autonomous nature of smart contracts and blockchain transactions and accept that Elacity is not responsible for overseeing, controlling, or guaranteeing the execution or outcome of the transactions executed through these technologies. Elacity disclaims any liability for losses, damages, or other impacts arising from your engagement with these third-party smart contracts and blockchain services.
Your use of Elacity's platform and its reliance on smart contract technology for transactions signifies your understanding of and agreement to these terms, and your acceptance of the risks and legal implications inherent in such a decentralized transactional environment.
User Guidelines and Conduct
At Elacity, we celebrate the value of openness and strive to provide an inclusive and diverse space for individuals of varying experience levels with web3 to delve into multiple blockchains. To maintain a safe community and fulfil our legal obligations, we reserve the right to take necessary actions, which may or may not be pre-notified, should we suspect any violation of these Terms. These actions can include but are not limited to limiting the visibility of certain NFTs on the Service, restricting your interaction with NFTs via our Service, disabling your ability to transact NFTs available on blockchains using our Service, revoking your access to our Service, among other measures.
By accessing and using the Service, you agree not to infringe any law, contractual obligation, intellectual property, or other third-party rights. You also acknowledge that you bear sole responsibility for your actions and content on the platform. You agree not to:
Unlawfully access or attempt to access another user's Account.
Impersonate another person or entity, or use a wallet in transactions on Elacity owned or controlled by any other person.
Secure an Elacity username with the intent to resell, mislead, exploit the goodwill of others, or engage in name squatting.
Access the Service from an alternate blockchain address after being blocked from the Service without written permission from us.
Distribute spam, including unwanted NFTs to other users.
Engage with the Service in a manner that might damage, disrupt, overburden, or impair the functionality of the Service.
Bypass access control measures on the Service, including trying to evade rate limiting systems by using multiple API keys or IP addresses, or masking the source of traffic to Elacity.
Use the Service for commercial purposes inconsistent with these Terms or any other instructions.
Deploy data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or any unauthorized automated means to access the Service, extract data, or modify the Service's functionality.
Reverse engineer, duplicate, decompile, disassemble, decode, or perform any action that might reveal source code or circumvent measures to restrict access to any part of the Service.
Sell or resell the Service or attempt to evade Elacity's fee structures.
Engage in actions intending to or resulting in artificially manipulating search results or other metrics used by Elacity.
Use the Service or data collected from our Service for any form of direct marketing or advertising activity.
Use the Service for or in connection with illegal financial activities, including money laundering, terrorist financing, or violating any applicable laws or regulations.
Use the Service directly or indirectly for, or in behalf of, any individual or entity subject to Sanctions or any Embargoed Jurisdiction.
Engage in any financial activities requiring registration or licensing, including the creation, offering, selling, or buying of securities, commodities, options, or debt instruments through the Service.
Manipulate prices, commit fraud, or engage in deceptive or misleading activities.
Buy, sell, or transfer stolen items, fraudulently obtained items, unauthorized items, or any other illegally obtained items.
Infringe the intellectual property rights or any other rights of others.
Display illegal content, such as content that may involve child sexual exploitation.
Create or display NFTs or other items that promote suicide or self-harm, incite hate or violence, or expose personal information of an individual.
Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, or encouraging any activity that violates these Terms of Service.
Use the Service in a way that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
We permit the submission of content tagged as Not Safe For Work (NSFW), however, such content and its associated material must be clearly marked as NSFW. Please be aware that NSFW content may be treated differently in navigation menus and search results compared to content not marked as NSFW.
By utilizing the Service, you acknowledge the crucial importance of Doing Your Own Research (DYOR). You bear the sole responsibility for the verification of authenticity, legitimacy, identity, and other pertinent details of any NFT, collection, or account that you interact with via our Service. Elacity makes no warranties or assurances about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Service. In the context of our Service, Elacity has instituted a comprehensive framework for the distribution and management of royalties and revenue sharing. This framework is intricately designed to ensure immediate and equitable revenue distribution among stakeholders, in strict adherence to the stipulations set forth in the smart contracts associated with each digital asset. These smart contracts are the bedrock of our revenue-sharing model, dictating the terms and conditions under which royalties and revenues are allocated and disbursed. As a user of Elacity's services, you are obliged to comply with the terms of these smart contracts, which are binding agreements that define the rights and responsibilities of all involved parties. It is incumbent upon you, as a participant in this ecosystem, to familiarize yourself with the specific provisions of each smart contract you engage with. These contracts are not only legal instruments but also serve as the cornerstone for the transparent and efficient distribution of revenues generated within the Elacity platform.
Your participation in the Elacity marketplace signifies your acknowledgement and agreement to adhere to these smart contracts, and to respect the revenue-sharing mechanisms they define. This adherence is imperative to maintain the integrity of the marketplace and to ensure that all creators, contributors, and stakeholders receive their rightful share of revenues, as determined by the immutable rules outlined in the smart contracts.
Moreover, it is your responsibility to ensure that your interactions with the Elacity platform, including the buying, selling, and trading of digital assets, do not in any way impede or circumvent the royalty and revenue-sharing mechanisms established by these smart contracts. Any actions that are found to violate these terms, or that undermine the equitable distribution of revenues, will be subject to scrutiny and potential disciplinary action, which may include suspension or termination of access to the Service. In conclusion, Elacity's approach to royalties and revenue sharing is designed to promote fairness, transparency, and prompt compensation for all stakeholders. By participating in our marketplace, you are agreeing to be a part of this equitable ecosystem and to abide by the rules and regulations that govern it, as articulated in the smart contracts associated with each digital asset.
Intellectual Property Rights and Responsibilities
The responsibility for your use of the Service, including compliance with all relevant laws, regulations, rules, and these Terms, including the User Conduct requirements outlined previously, rests solely with you.
Through your use of the Service in relation to creating, submitting, posting, promoting, or displaying content, or in meeting Elacity's metadata standards in your metadata API responses, you grant us a global, non-exclusive, transferable, royalty-free license to use, duplicate, modify, and exhibit any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, queries, data, or otherwise, that you post or submit via the Service for our present and future business purposes, including to supply, promote, and enhance the Service. This includes any digital file, art, or other material linked to or associated with any NFTs displayed on the Service.
Elacity does not purport that the submission, posting, or display of this content via the Service confers any ownership rights over the content to Elacity. We are not claiming ownership, merely a license to use and display it.
You represent and assure that you possess, or have secured, all rights, licenses, consents, permissions, authority, and/or power necessary to grant the rights outlined herein for any content that you create, submit, post, promote, or display via the Service. You affirm that such content does not encompass material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you hold necessary permission or are otherwise legally entitled to post the material and grant Elacity the license described above, and that the content does not breach any laws.
In response to Digital Millennium Copyright Act (“DMCA”) takedown notices or other intellectual property infringement claims, Elacity will remove content and terminate a user's access to the Service if the user is found to be a habitual infringer. If you believe your content has been replicated in a manner constituting copyright or trademark infringement, or your publicity or other intellectual property rights have been violated, please contact us.
To process your claim of infringement regarding content on the Service, you must either be the rights holder or authorized to act on behalf of the rights holder. We strongly advise you to contact us to ensure your notice includes all necessary information. If you choose to correspond via e-mail or physical mail, your notice must include:
Intellectual Property Rights and Infringement Claims
In order to uphold intellectual property rights and facilitate swift action in response to alleged infringements, we require certain information:
Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim have been infringed.
Specification of the material allegedly infringing that you want removed, including a description of the specific location (i.e., URLs) on the Service of the said material, to enable us to locate it.
Your contact details, including at least your full legal name (not an alias) and email address.
A declaration comprising:
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
An affirmation that the information in the notice is accurate; and
A statement, under penalty of perjury, that you are authorized to act on behalf of the owner of the intellectual property that is allegedly being infringed.
Note that we will forward your notice of intellectual property infringement, inclusive of your contact information, to the party whose content is to be removed. This will provide them with an understanding of why their content is no longer available on Elacity and allow them to contact you to resolve any potential dispute.
Communication Consent and Preferences
By creating an Account, you agree to receive electronic communications from Elacity (e.g., via email, push notifications, text messages, or other types of messages). These communications might include updates about your Account (e.g., transactional information) and form part of your relationship with us. We may also send promotional communications via email that we think may interest you. Understand that providing this consent is not a prerequisite to using the Service and you may opt out of these communications through the Service or your mobile device’s operating system (except for crucial service announcements and administrative messages) by following the provided unsubscribe instructions.
Obligation to Indemnify
Upon your agreement to these Terms and utilization of the Service, you hereby covenant, in accordance with the extent permissible under relevant laws, to indemnify, guard, and exonerate Elacity, along with our past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns, collectively referred to as the “Elacity Parties”, from all existing or prospective claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, including but not limited to attorneys' fees and expenses, and costs, including but not limited to court costs, costs of settlement, and costs of pursuing indemnification and insurance, of every kind and nature imaginable, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise, collectively referred to as “Claims”. This includes but is not limited to, damages to property or personal injury resulting from, relating to or connected with (a) your utilization or misuse of the Service, content, NFTs, or content associated with or linked to any NFTs (b) any Feedback you provide, (c) your violation or breach of any stipulation of these Terms or applicable law, and (d) your violation of rights of or obligations to a third party, including another user or third party, and (e) your negligent or deliberate misconduct. You pledge to notify Elacity promptly of any Claims and to cooperate with the Elacity Parties in defending such Claims. You also agree that the Elacity Parties shall possess control over the defence or settlement of any Claims. THIS INDEMNIFICATION IS SUPPLEMENTARY TO, AND NOT REPLACEMENT FOR, ANY OTHER INDEMNITIES INCLUDED IN A WRITTEN AGREEMENT BETWEEN YOU AND ELACITY.
Waiver of Warranties
YOU ACCESS AND UTILIZE THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU ACKNOWLEDGE AND AGREE THAT ELACITY, WITHOUT RESERVATION, DISAVOWS ALL WARRANTIES OR GUARANTEES OF ANY KIND, EITHER IMPLIED OR EXPLICIT. ELACITY, ALONG WITH ITS SUPPLIERS, MAKE NO GUARANTEE OR ASSERTION AND DISCLAIM ALL RESPONSIBILITY IN RESPECT TO WHETHER THE SERVICE: (A) WILL FULFILL YOUR REQUIREMENTS; (B) WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. ALL OTHER WARRANTIES OR CONDITIONS, WHETHER IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, TITLE, AND NON-INFRINGEMENT ARE DISCLAIMED BY ELACITY. ELACITY WILL NOT BE HELD LIABLE FOR ANY KIND OF LOSS ARISING FROM ANY ACTION TAKEN OR NOT TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SERVICE. WHILE ELACITY ENDEAVORS TO SECURE YOUR ACCESS TO AND USE OF THE SERVICE, ELACITY DOES NOT GUARANTEE THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, ANY NFTS YOU ENGAGE WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SECURITY OF ANY INFORMATION YOU DISCLOSE ONLINE CANNOT BE GUARANTEED. ANY ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE ELACITY PARTIES OR THROUGH THE SERVICE, WILL NOT ESTABLISH ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED HEREIN. YOU ACKNOWLEDGE AND ACCEPT THE INHERENT SECURITY RISKS ASSOCIATED WITH ONLINE INFORMATION SHARING AND DEALING OVER THE INTERNET AND AGREE NOT TO HOLD ELACITY ACCOUNTABLE FOR ANY BREACH OF SECURITY.
ELACITY WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY LOSS INCURRED BY YOU AND DISCLAIMS RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCLUDING INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING, BUT NOT LIMITED TO, THE DEPLOYMENT OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER METHODS OF ATTACK AGAINST THE SERVICE OR NFTS. NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ALL TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). ELACITY, OR ANY OTHER ELACITY PARTY, CANNOT INFLUENCE OR CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS. NO ELACITY PARTY IS LIABLE OR RESPONSIBLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO ELACITY PARTY IS LIABLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
Risk Acknowledgement
You understand and agree to the following:
The worth of NFTs is subjective, subjected to market volatility and fluctuations in cryptocurrency prices, which can significantly impact NFT prices. You acknowledge your understanding of this volatility and the potential risk of financial loss.
A diminished interest in the development and use of distributed ecosystems may negatively affect those ecosystems and associated applications, which could, in turn, impact the potential utility of NFTs.
Regulatory frameworks for blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-oriented items remain uncertain. The introduction of new regulations or policies may significantly hinder the Service's development and the utility of NFTs.
You are solely accountable for identifying any taxes applicable to your transactions, and for withholding, reporting, and remitting the correct amounts to the relevant tax authorities. Elacity is not liable for identifying, withholding, collecting, reporting, or remitting taxes related to your NFTs.
Risks are inherent when purchasing items associated with content created by third parties through peer-to-peer transactions. This includes risks such as counterfeit or mislabeled items, items vulnerable to metadata decay, bugs in smart contracts, and items that may become nontransferable. You warrant that you have conducted sufficient research before making decisions regarding the sale, acquisition, transfer, or other interactions with any NFTs or accounts/collections.
Elacity does not govern the public blockchains you interact with, and cannot control certain smart contracts and protocols crucial to completing transactions on these public blockchains. Blockchain transactions are irreversible, and Elacity cannot undo any blockchain transactions.
Internet and blockchain-based products carry inherent risks, including but not limited to risks associated with hardware, software, and Internet connections, the risk of malicious software introduction, and unauthorized third-party access to your wallet or Account. You acknowledge that Elacity will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Service or any Blockchain network, regardless of the cause.
The Service relies on third-party platforms and/or vendors. If we cannot maintain good relationships with such platforms/vendors; if their terms and conditions or pricing change; if we violate or cannot comply with their terms and conditions; or if any of these platforms/vendors lose market share, fall out of favor or become unavailable for a long period, this could affect access to and use of the Service.
Elacity reserves the right to hide collections, contracts, and items impacted by any issues mentioned above or by other issues. Items you purchase may become inaccessible on Elacity. Under no circumstances shall the inability to view items on Elacity or to use the Service in connection with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Elacity.
If you have a dispute with one or more users, YOU HEREBY RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
By agreeing to these Terms of Service and opting to use Elacity's platform, you, the User, acknowledge and accept the inherent risks associated with blockchain technology and non-fungible tokens (NFTs). Blockchain technology is a decentralized ledger system that operates independently of Elacity, and while it offers numerous advantages in terms of transparency, immutability, and security, it also carries inherent risks. These risks include, but are not limited to, the possibility of smart contract vulnerabilities, unforeseen operational failures, and the potential for unforeseeable disruptions within the blockchain network. You understand that Elacity operates on smart contract technology, which is a set of self-executing contractual conditions stored on blockchain networks. While smart contracts are designed to execute transactions automatically based on pre-defined rules, they may be subject to vulnerabilities, coding errors, or unforeseen external factors that could potentially lead to loss of funds or assets. Elacity makes every reasonable effort to ensure the security and functionality of its smart contracts; however, we do not assume liability for any inherent risks related to the use of such technology, including any loss or damage that may arise from smart contract vulnerabilities.
You recognize that NFTs, and the cryptocurrencies used for transactions on Elacity’s platform, are subject to significant value fluctuations due to market dynamics, regulatory changes, and other external factors. The value of these digital assets can be highly volatile, and you accept the risk of loss associated with such volatility. Elacity does not guarantee the value, stability, or legality of any NFTs or cryptocurrency assets, nor do we assume responsibility for any financial losses that may occur as a result of market volatility. Elacity provides a platform that facilitates transactions in a decentralized environment. This decentralization means that Elacity does not have custody or control over the NFTs or blockchain operations. Consequently, Elacity cannot be held accountable for any issues, losses, or damages that arise from the decentralized nature of the blockchain, including but not limited to, transaction delays, loss of access to NFTs, or errors in transaction execution.
It is your responsibility as a User to understand and assess the risks associated with blockchain technology, NFTs, and decentralized platforms. You are advised to conduct your own due diligence and consult with relevant professionals before engaging in transactions involving NFTs or blockchain technology. By using Elacity's platform, you acknowledge that you are doing so at your own risk and discretion. While Elacity strives to provide a secure and functional platform, we do not offer warranties or guarantees against the inherent risks of blockchain technology, smart contract vulnerabilities, or the volatile nature of NFTs and cryptocurrencies. You, the User, accept full responsibility for understanding these risks and agree that Elacity shall not be liable for any losses or damages that may arise from your use of our platform or engagement with blockchain technology and NFTs.
Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, ELACITY AND ITS SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS, OR THIRD-PARTY SITES AND PRODUCTS, OR FOR DAMAGES RELATED TO LOSS OF REVENUE, PROFITS, , BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA. This liability applies whether the damages are caused by strict liability, tort (including negligence), breach of contract, or any other cause, even if foreseeable and even if Elacity or its service providers have been advised of the possibility of such damages. It also applies to any other claim, demand, or damages whatsoever resulting from or arising out of or in connection with these terms, or the delivery, use, or performance of the service. Access to, and use of, the service, products, or third-party sites and products are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom.
NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL ELACITY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY ELACITY PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY ELACITY FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
To the maximum extent permitted by law, in no event shall Elacity be liable to you or any third party for any lost profits, lost data, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or relating to these terms or your use of, or inability to use, the site, even if Elacity has been advised of the possibility of such damages. Access to, and use of, the site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
You agree to indemnify and hold harmless Elacity and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of the Agreement by you, a co-conspirator, or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.
The aforementioned provisions are essential elements of the basis of the bargain between you and Elacity, and Elacity would not be able to provide the service to you without such limitations.
Privacy Policy
Please reference our Privacy Policy for information on how we gather, employ, and distribute personal data about you. Your submission of personal data via our Service indicates your agreement with the terms of our Privacy Policy and your explicit consent to the handling of your personal data in line with the Privacy Policy.
Modifications to the Service
We reserve the ultimate right, at our sole discretion, to modify, suspend, or discontinue, on a temporary or permanent basis, the Service (or any features or portions thereof) at any point in time, and we are not liable as a result.
Dispute Resolution; Arbitration
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Elacity and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. Elacity does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Elacity, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or Elacity may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or Elacity may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
Dispute resolution process. You and Elacity both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: Elacity LLC, Attn: Legal Department, The Financial Services Centre, Stoney Ground, Kingstown, St. Vincent and the Grenadines. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Elacity is represented by counsel, its counsel may participate in the Conference as well, but Elacity agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
Arbitration Rules and Forum. The arbitration shall be governed by the laws of St. Vincent and the Grenadines. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to our registered agent at Elacity LLC, Attn: Legal Department, The Financial Services Centre, Stoney Ground, Kingstown, St. Vincent and the Grenadines. The arbitration will be conducted by a recognized alternative dispute resolution provider as selected by the parties. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the most current version of the chosen provider's Arbitration Rules and Minimum Standards in effect; all other claims shall be subject to the provider's most current Comprehensive Arbitration Rules and Procedures and Minimum Standards in effect. If the chosen provider is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay filing, administrative, hearing, and/or other fees and cannot obtain a waiver, Elacity will pay them for you if you complied with the dispute resolution process set forth above. In addition, Elacity will reimburse all such filing, administrative, hearing, and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous or you did not comply with the dispute resolution process set forth above, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the Arbitration Rules for claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Elacity. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND ELACITY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Elacity are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR CUSTOMER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR CUSTOMER.
In the event that this subparagraph is deemed invalid or unenforceable neither you or we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Governing Law and Venue section.
If you have any questions about these Terms, please contact us at [email protected].
Jurisdiction and Governing Law
The terms of this agreement and the rights and obligations of you and Elacity as provided here are subject to and shall be governed by the laws of Saint Vincent and the Grenadines, excluding any principles of conflicts of law, or any other jurisdiction's law, that may lead to the application of the laws of another jurisdiction. Unless subject to arbitration as outlined in Section 16 or relegated to a small claims court, any disputes between the parties shall be resolved exclusively in the state or federal courts located within Saint Vincent and the Grenadines.
Elacity's provision of services is firmly anchored in a steadfast commitment to adherence with the prevailing regulatory frameworks that govern blockchain technology, non-fungible tokens (NFTs), and digital asset management. This adherence encompasses, but is not limited to, regulations pertaining to digital rights management, intellectual property protection, and the tokenization of digital assets. Elacity acknowledges the dynamic nature of the legal landscape surrounding blockchain technologies and digital assets. In recognition of this, we continuously monitor and adjust our operations to align with evolving legal standards and regulatory directives at both national and international levels. Our commitment extends to ensuring that all transactions and interactions facilitated through our platform conform to the legal stipulations governing the trading and ownership of NFTs and digital assets.
The Services provided by Elacity are crafted to function within the legal confines set forth by the jurisdictions in which we operate. The governing law for this agreement, and all rights and obligations therein, is established under the laws of Saint Vincent and the Grenadines, excluding its principles of conflicts of law. This choice of law is made to provide a consistent legal framework that aligns with our global service offerings and is reflective of our commitment to adhering to high standards of legal compliance. It is incumbent upon each user of Elacity to ensure that their interaction with our platform, including the acquisition, trade, and management of NFTs and digital assets, does not contravene the laws of their respective jurisdictions. This obligation is particularly pertinent for users accessing the Service from jurisdictions outside of Saint Vincent and the Grenadines, as they must ensure that their engagement with our platform is in strict compliance with local laws and regulations.
In the event of any disputes arising from or related to the terms of this agreement, or the rights and obligations of the parties hereto, such disputes shall be exclusively resolved in the appropriate legal venues located within Saint Vincent and the Grenadines. This exclusive jurisdiction clause is stipulated to provide a predictable and reliable legal venue for the resolution of any disputes and underscores our commitment to operate within a well-established legal framework. Should any part of these Terms be rendered invalid or unenforceable due to inconsistencies with any specific jurisdiction's laws, such invalidity or unenforceability shall not invalidate the remaining provisions of these Terms. Rather, these Terms shall be construed and enforced to the greatest extent possible under the applicable law. The remaining terms shall remain in full force and effect, ensuring the continued governance of the use of Elacity's services.
By accepting these Terms, users affirm their understanding and agreement to operate within the confines of these legal and regulatory frameworks, acknowledging their significance in the broader context of the digital and blockchain-based economy. This agreement represents a binding understanding between Elacity and its users, signifying a mutual commitment to upholding the highest standards of legal compliance and ethical conduct in the burgeoning realm of digital assets and blockchain technology.
Termination Clause
Upon any breach of these Terms, all rights and licenses granted by Elacity to you shall automatically and immediately cease. Furthermore, irrespective of any provision contained in these Terms, Elacity retains the right, without any obligation of prior notice, to suspend, disable, terminate, or delete your Account and/or your capacity to access or use the Service (or any part thereof), at any time and for any reason or no reason at all. You acknowledge and agree that Elacity shall bear no responsibility or obligation towards you in such events, and no refunds will be issued for any payments previously made to us.
Severability
If any term, clause, or provision of these Terms is declared invalid or unenforceable, that term, clause, or provision will be considered separable from these Terms and will not influence the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
Injunctive Relief
In acknowledgment of the severe damage that a breach of these Terms would inflict on Elacity, for which monetary compensation would not suffice, you agree that Elacity shall be entitled to injunctive relief in addition to any other remedies it may have under these Terms or at law, without a bond, other security, or proof of damages.
Export Laws Compliance
You pledge to refrain from exporting or re-exporting, either directly or indirectly, the Service or any information or materials provided by Elacity hereunder, to any country for which the United States or any other relevant jurisdiction necessitates an export license or any other form of governmental approval, without obtaining said license or approval. Specifically, the Service must not be exported or re-exported into any U.S. embargoed countries or any country labeled by the U.S. Government as a "terrorist supporting" country, or to anyone on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By utilizing the Service, you assert that you are not situated in any such country or listed on any such list. You assume responsibility for, and agree to comply at your own expense, with all applicable U.S. export laws and regulations.
Survival of Provisions
Any sections of these Terms which by their nature should persist beyond the termination of these Terms will continue to be enforceable, notwithstanding any termination of these Terms by either you or Elacity. Termination will not limit any of Elacity's other rights or remedies under law or in equity.
Miscellaneous Provisions
These Terms encapsulate the entire agreement between you and Elacity in regard to your access and usage of the Service. These Terms and the rights and licenses provided herein may not be transferred or assigned by you without prior written consent from Elacity. Elacity's failure to enforce any right or provision under these Terms does not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be considered a waiver of any preceding or subsequent breach or default. The headings of sections herein are purely for reference and do not have any legal effect.
Jurisdiction for International Users
Elacity operates the Service in Saint Vincent and the Grenadines. Users choosing to access the Service from locations outside of Saint Vincent and the Grenadines do so on their own initiative and are solely responsible for compliance with all local laws. You and Elacity mutually agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Beneficiary Clause
Except where otherwise provided herein, these Terms are intended solely for the benefit of you and Elacity, and are not intended to confer third-party beneficiary rights upon any other individual or entity.
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