Terms of Service

1. License. The Platform allows you to buy, sell or manage NFDs or NFD segments. Using the Platform, you can also add and remove metadata from your NFD, perform off-chain verification services for certain fields such as Twitter and Discord to authenticate and verify users, browse any other individual's NFD(s) or search our sales analytics for historical transactions of the NFDs. The Platform also allows you to transfer NFDs or NFD segments to another user. When you transfer an NFD or NFD segment, we will remove the metadata on that NFD or NFD segment.
2. Prohibited Activities. Using the Platform means you are prohibited from certain activities:
   1. You may not break the law using the Platform or enable others to break the law using the Platform;
   2. You may not send advertisements, chain letters, or other solicitations through the Platform except that we may permit you to send offers to other users of the Platform as long as you stop sending such offers if a user unsubscribes or otherwise requests that you stop, use the Platform to gather addresses or other personal data for commercial mailing lists or databases, or otherwise engage in unfair or deceptive practices;
   3. You may not use the Platform to send email to distribution lists, newsgroups, or group mail aliases;
   4. You may not falsely imply that you're affiliated with or endorsed by the Company;
   5. You may not hyperlink to, upload or post illegal content using the Platform;
   6. You may not circumvent, remove or interfere with any marks showing proprietary ownership from materials you download from the Platform;
   7. You may not show any part of the Platform on other websites with <iframe> or other such tagging, except to the extent you are an integrator approved by us and comply with any applicable terms that we may have for our integrators; to be an approved integrator, you must have access to our NFD integrators channel or any other software or hardware that we from time to time require. Contact integrations@txnlab.dev for more information about becoming an integrator;
   8. You may not disable, avoid, or circumvent any security or access restrictions of the Platform;
   9. You may not strain the infrastructure of the Platform with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems underlying the Platform;
   10. You may not use the Platform to disseminate viruses, Trojan horses, worms or other harmful code;
   11. You may not circumvent any of our security features or functionalities that relate to the Platform or access any portion of the Platform that we do not intentionally make available to you;
   12. You may not remove any of our proprietary notices from the Platform;
   13. You may not impersonate others through the Platform;
   14. You may not encourage or help anyone in violation of these Terms; and
   15. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.
3. Your Content. The Platform will allow you to connect your cryptocurrency wallet address, purchase your NFD and set metadata in your NFD up to eight (8) kilobytes (as we may change from time to time), link to content that is available on a blockchain or post links to your user-defined content (collectively, "User Content"). You may also link your Twitter handle or other social media account to your User Content. Your User Content may be used as a profile picture or avatar, and you may otherwise display User Content. Please note that all User Content on any NFD is public and may be viewable or searchable by others. You understand that we are not responsible for any User Content, including without limitation the content of your communications through us or through our community channels such as LinkedIn or Twitter. However, if you would like to report a concern about a communication or prohibited content or activity, you may contact us on the NFDomains Discord server. Additionally:
   1. You may not submit content using the Platform that is illegal or otherwise harmful to others;
   2. You may not exploit any child under eighteen (18) years of age;
   3. You may not submit content using the Platform that violates the law, infringes anyone's intellectual property rights, violates anyone's privacy, or breaches any agreement you have with others; and
   4. You may not use the Platform to disclose information that you do not have the right to disclose or solicit, such as others' confidential or personal information.

   We may consider other conduct to be prohibited, but we will generally try to be reasonable in doing so. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (a)-(d) above.

   You may report the content posted by other users to us if you believe that it violates any of (a)-(d) above. We may investigate your report, but we do not have to. You agree to only submit reports to us if you have a good faith belief that the applicable content violates (a)-(d) above.

4. Algorand-supporting Wallet. In order to use certain features of the Platform, you must connect your Algorand-supporting wallet to the Platform. For example, once you have connected your Algorand-supporting wallet to the Platform, you may purchase an NFD, edit the metadata of your NFDs and use other features of the Platform.

Modification. We may change and update the Platform at any time. We may add or remove features including without limitation making free features into paid features or vice versa. We will endeavor to give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change the Platform at any time without prior notice. If you do not like the Platform or these Terms, or would like to provide constructive feedback, please let us know by contacting us on our Discord server or other communication channels. We do not promise to make any changes that you suggest, and your sole remedy if you are dissatisfied with the Platform or these Terms is that you may discontinue your use of the Platform.

1. Fee Structure. Buying, selling or transferring NFDs may be subject to fees, commissions and other charges ("Fees") established from time to time in our discretion and posted on our Frequently Asked Questions page. Fees include: (a) a one-time fee established by and payable to the Company at the time of purchase and (b) commissions on secondary sales of NFDs. Our Fees are internally denominated in US dollars and paid in a permitted cryptocurrency at a recent exchange rate, for the registration of an NFD on the Platform. All transactions are final. All Fees are non-refundable. You have the choice to lock your NFDs from upgrades, also known as a closed contract. With a closed contract, you will not receive additional features automatically. Rather, you will have to explicitly unlock your contract, and then request the update. An open contract means that we can update an NFD contract, adding additional features that we may from time to time provide on the Platform. We will push updates to the contracts that are unlocked for free at this time. We reserve the right to charge for such features in the future. Before changing our Fees, we will use reasonable efforts to notify you through our Platform and our social media channels, such as Discord and Twitter.
2. Taxes. Our Fees do not include taxes. You are solely responsible for any taxes arising from your use of the Platform, any User Content contained therein, and for the Platform that you request or perform therein, excluding our income. You are solely responsible for determining the need to report any such sales or services pursuant to the requirements of local, state, or federal law. As used herein, "taxes" means all taxes, charges, fees, encumbrances, liens, customs, duties or other assessments, however denominated, including any interest, penalties, additions to tax or additional taxes that may become payable in respect thereof, imposed by the United States government, any state, local or foreign government, or any agency or political subdivision of any such government.

1. Termination. You may terminate these Terms at any time, without notice, for any reason or no reason, by (i) putting all of your NFD(s) up for sale, which will remove all metadata from your NFDs or (ii) removing all metadata linked to your NFD(s).
2. Effect of Termination. We reserve the right, with or without notice, to suspend, disable, or block your NFD from use, display or interaction on the Platform at any time, for any violation of these Terms and to notify our integrators of the same. You agree that the Company shall not be liable to you or any third party for any such termination and that you will not be entitled to a refund for any amounts that you have already paid to us.
3. Survival. Sections 1.2 through 3.2 (inclusive), 4.2 through 5.2 (inclusive) and 5.4 through 12 (inclusive) will survive any termination of these Terms.

1. Intellectual Property Infringement. You agree that the Platform is proprietary to us except with respect to code or specifications for NFDs that is open source and that we intentionally make publicly available on a software development and version control platform (e.g., GitHub) or other platform. You shall not, and shall not permit any person or entity to: (i) use the Platform on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the Platform; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from the Platform; or (iv) sell, transfer, publish, disclose, display or otherwise make available the Platform including any modifications, enhancements, derivatives and other materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all content contained on the Platform is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
2. License to Company. Please note that all User Content that you make available to us is also publicly available to anyone via the Algorand blockchain. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid-up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use your User Content, and you understand that we may allow any third party to use your User Content as well.

   You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by the Company on or through the Platform, will infringe, misappropriate or violate a third-party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

3. License to Use. Subject to these Terms, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use the content that we make available through the Platform, subject to any restrictions on certain types of content and activities set forth in these Terms. You understand that the content that is posted on the Platform is used by you at your own risk. We reserve the right to make changes to any content or descriptions of the Platform without obligation to issue any notice of such changes, subject to any closed contract that you may have with us.
4. Limitations; Revocation. Your license to use the Platform is automatically revoked if you violate these Terms. From time to time, we may upgrade the Platform or make improvements to the Platform. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the website or a sale of a copy of any such application or our website, and we retain all rights and interest in the Platform. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
5. No Implied Licenses. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Platform or any content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on the Platform.
6. Limited Feedback License. You hereby grant us a non-exclusive, royalty-free, worldwide, transferable, sublicensable, perpetual, irrevocable license to suggestions, comments and other forms of feedback ("Feedback") regarding the Platform, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Platform. Feedback is provided "as is" without warranty of any kind and shall not include any confidential User Content.
7. Copyright Infringement; DMCA Policy. If you believe that any materials on the Platform infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on our website; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that "under penalty of perjury," you declare that you are the lawful copyright owner or are authorized to act on the owner's behalf. Our agent for copyright issues relating to the Platform is John Mizzoni, 1 New Hampshire Avenue, Suite 125, Portsmouth, NH, 03801, USA or tos@txnlab.dev. To protect the rights of copyright owners, we reserve the right to mark the NFD as in violation and to hide or disable the offending NFD from the Platform

Third-Party Service. The Platform may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party.

The Platform may also contain links to third-party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third-party site. Any third-party site accessed from the Platform is independent from us, and we have no control over the content of that site. In addition, a link to any third-party site does not imply that we endorse or accept any responsibility for the content or use of such site. You understand that use of any third- party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third-party sites. You are solely responsible for ensuring that your use of the Platform in connection with any third-party service complies with all applicable policies, terms and rules.

Disclaimer; No Warranty. THE PLATFORM AND ALL CONTENT ON OR ACCESSIBLE FROM THE PLATFORM, INCLUDING OUR WEBSITE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE PLATFORM IS FREE OF ERRORS; (ii) THE PLATFORM OR ANY OF ITS FEATURES OR FUNCTIONALITIES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR UPLOADING, DOWNLOADING OR TRANSMITTING CONTENT) PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of User Content or any third party's use or distribution of User Content. You hereby acknowledge and agree that the Company merely stores and hosts User Content but does not actively create User Content. Under no circumstances will we be liable for any claims that may arise from User Content, including without limitation claims for intellectual property infringement.

Limitation of Liability and Damages. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF THE PLATFORM, ANY THIRD-PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES OR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR PLATFORM, ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE PLATFORM, YOUR CONTACT INFORMATION, USER CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATEST OF (I) $100.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR TWELVE (12)-MONTH PERIOD.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Release. We do not take part in the interaction between or among users. As a result of our limited involvement in the actual contact between or among users, in the event that you have a dispute with any users, you hereby release us, and our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability or claims that may arise between or among users of the Platform. You waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor." You hereby waive any other similar provision of applicable law that applies to you.

Indemnification. By using the Platform, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, "Claims"), including without limitation attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any content, (ii) your use of the Platform and/or (iii) any user or other third party’s use of any User Content that you submit via the Platform. At our option, you agree to defend us from any Claims.

1. Agreement to Arbitrate. This Section 11 is referred to herein as the "Arbitration Agreement." The parties agree that any and all controversies, claims, or disputes between you and the Company arising out of, relating to, or resulting from these Terms or the Platform and/or our Privacy Policy, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent that the applicable claim qualifies or any action to enforce the judgment resulting from arbitration). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
2. Arbitration Procedures. Arbitration will be conducted before a single arbitrator in the English language with the arbitration to have the site and location in New York County, the State of New York under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party's request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.
3. Class Action Waiver. Any claims brought by you or us must be brought in such party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf.
4. Opt-out. You may opt out of this Arbitration Agreement. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, your Algorand-supporting wallet address, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Arbitration Agreement. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. You must use this address to opt out: TxnLab Inc. ATTN: Arbitration Opt-Out, 1 New Hampshire Avenue, Suite 125, Portsmouth, NH, 03801-2907.
5. Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Agreement from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Agreement is posted to our website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

1. Waiver of Rights. The Company's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of the Company.
2. Assignment. You may not assign any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations under these Terms in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to these Terms or similar transaction. These Terms inure to the benefit of and shall be binding on the Company's permitted assignees, transferees and successors.
3. Relationship Between Parties. We and you are independent contractors. We are also not partners, joint venturers, agents, employees or representatives of each other.
4. Entire Agreement; Amendment; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
5. Governing Law; Dispute Resolutions. These Terms and any dispute between you and us, shall be construed and enforced in accordance with, and governed by, the Laws of the State of New York without reference to the choice of law provisions thereof that would result in the application of the Laws of any other jurisdiction other than New York General Obligations Laws 5-1401 or 5-1402, including all matters of construction, validity and performance, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth above. Unless you and we agree otherwise, in the event that this Section 12.5 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the County of New York, State of New York, except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.
6. Force Majeure. You acknowledge that the Company will not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
7. Notices. Under these Terms, you agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.
8. Construction. These Terms shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party.
9. Severability. If any provision, or portion thereof, of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of these Terms, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.
10. For Additional Information. If you have any questions about these Terms, please contact us on our Discord server, or at tos@txnlab.dev.