SyFu NFT Sales Service Terms of Service
Updated on March 11, 2024
Welcome to SyFu!
Please read these Terms of Service carefully as they contain important information and may affect your legal rights.
Access to, and use of, the Services available through the Website or the App are subject to the following Terms. By using the Services, you acknowledge and agree that you have read, understood, and agree to be bound by all of the provisions set out in these Terms (as amended, supplemented or modified from time to time), which will apply to the Services which Unlock Lab may in its absolute discretion provide to you from time to time. If you do not agree to these Terms, you are not authorized to access or use the Service, connect your Third-Party Digital Wallet, or purchase any NFTs on the Website or the App.
１ABOUT THESE TERMS
１-１These Terms of Service (the “Terms”) and our Privacy Policy (as amended, supplemented or modified from time to time) collectively form a legally binding agreement (the “Agreement”) between you and Unlock Lab Limited (“Unlock Lab”), the operator of the SyFu website (https://syfu.io) and related domains, software, tools, features, or functionalities (collectively, the “Site”). The Agreement governs your access to and use of the Site and any content, information, and materials provided by Unlock Lab. You should consult your own independent professional advisors before entering into any transaction and only use the Services if you have fully understood the nature, the contractual relationship into which you are entering, all relevant terms and conditions and the nature and extent of your exposure to Loss. You have been recommended to read these Terms carefully and retain these for your records.
１-２References in these Terms to “you” and “your” refer to the person accessing the Site and/or the Services, and references to “we”, “us”, “our” and “ourselves” refer to Unlock Lab.
１-３For inquiries regarding disclosure about Unlock Lab, the operator of this service, in accordance with the Japanese Specified Commercial Transactions Law, please send an email to contact@syfu.io. We will respond promptly to your requests.
１-４We reserve the right to amend these Terms from time to time. Any amendments will take effect immediately upon posting and the amendment date will be set out in the Terms. Every time you wish to use our Site and/or the Services, please check these Terms to ensure you understand the Terms that apply at that time. If any amendment is unacceptable to you, your only recourse is to discontinue your use of the Services, and your continued use of our Site and/or the Services following posting of an amendment will constitute your binding acceptance of the amendments.
１-５Please note that we may amend these Terms from time to time. We will note the date that amendments were last made at the top of these terms, and any amendments will take effect upon posting. Every time you wish to use our Site and/or the Services, please check these Terms to ensure you understand the Terms that apply at that time. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services, and your continued use of our Site and/or the Services following posting of an amendment will constitute your binding acceptance of the changes.
２DEFINITIONS
In these Terms, the following words and expressions shall have the following meanings: -
２-１ "Agreement” refers to the written agreement between you and Unlock Lab regarding the Services provided to you by Unlock Lab, including but not limited to these Terms, our Privacy Policy, and any other rules, notifications, guidelines, terms or agreements designated by Unlock Lab from time to time;
２-２ "App” refers to an application provided by Unlock Lab for selling NFTs to prospective Users;
２-３ "Applicable Laws” means any local or foreign law, ordinance, regulation, demand, guidance, guidelines, rules, codes of practice, whether or not relating to Government Agencies as amended, reacted and replaced from time to time;
２-４ "BVI "refers to the British Virgin Islands;
２-５“Content” refers to audio or visual material, such as designs, drawings, prints, videos, or photographs, in any form or media that can be Minted as an NFT on a blockchain.
２-６ “"Delivery of the NFT "refers to Unlock Lab sending the NFT to the Purchaser to the address for NFT distribution;
２-７ "Digital Asset "refers to digital representations of value which may be in the form of NFTs, digital tokens (such as digital currencies, utility tokens or security or asset-backed tokens), any other virtual commodities, crypto assets or other assets of essentially the same nature, that are available on the Site, Website or App as determined and approved by Unlock Lab from time to time for use in connection with the Services and any services provided by Unlock Lab to the User;
２-８ "Dispute "means any dispute, claim, controversy or difference arising out of or in connection with the Terms or any Additional Terms, including any question regarding its existence, validity, subject matter, interpretation, negotiation, termination or enforceability, and any dispute, claim, controversy or difference regarding any non-contractual obligations arising out of or in connection with the Services;
２-９ "Force Majeure Event” means any events that are beyond the reasonable control of Unlock Lab, including but not limited to, nationalization, expropriation, currency restrictions, acts of state, acts of God, earthquakes, fires, floods, typhoons, tsunami, wars, civil or military disturbances, sabotage, terrorism and cyber-terrorism, security, integrity, and availability of the internet or blockchain networks, epidemics, pandemics, public health crisis, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services, accidents, labour disputes, regulatory changes, power failures or breakdowns in communications links or equipment of Unlock Lab, its affiliates or nominees, its contractors, agents or representatives;
２-１０ "Government Agency(ies)” means any governmental, semi-governmental, administrative, fiscal, regulatory judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity;
２-１１ "Loss” means any and all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs, charges and expenses, including without limitation all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement whether by a third person or otherwise;
２-１２Mint” or “Minting” refers to the creation and deployment of NFTs on a blockchain.
２-１３“NFT” refers to a non-fungible token issued on the blockchain using blockchain technology, or information on the transfer of digital data or other information necessary for the transaction of such digital data on the Service, which is recorded on the blockchain in a manner determined by Unlock Lab;
２-１４“"NFT Holder "refers to a Purchaser who has received Delivery of the NFT from Unlock Lab;
２-１５ "NFT Marketplace "refers to an NFT marketplace provided by other third parties, including OpenSea[1] or its successor or successor URL;
２-１６ "Purchaser "refers to a prospective User that makes a definite purchase of an NFT on the Website, App or NFT Marketplace;
２-１７“Services” refers to any of the services provided by Unlock Lab to you from time to time subject to the Agreement:
(a) sale of NFTs issued by Unlock Lab to prospective Users;
(b) earning of NFTs issued by Unlock Lab by prospective Users through the provision of payment data;
(c) custody services for NFTs and/or fiat currencies; and
２-１８ "Secondary Listing "refers to the resale of NFTs by an NFT Holder in an NFT Marketplace as a secondary listing;
２-１９ "Site "refers to the SyFu website and related domains, software, tools, features, or functionalities;
２-２０ "Taxes” means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of Unlock Lab;
２-２１ "Terms” refers to these terms of service, as may be amended from time to time;
２-２２ "Third-Party Content” refers to content, data, information, applications, or materials from third parties;
２-２３“Third-Party Digital Wallet” refers to a third-party electronic wallet supported by the Site, which allows users to purchase, store, and engage in transactions using cryptocurrency.
２-２４“Unlock Lab” refers to Unlock Lab Limited, which is a limited liability company incorporated in BVI with company number 2143010, including its successor and assigns;
２-２５ "User "refers to a person or entity who uses the Services provided by Unlock Lab, including the person’s or entity’s successors and assigns (as applicable); and
２-２６“Website” refers to a website provided by Unlock Lab for selling NFTs to prospective Users, including the Site.
３SERVICES
３-１Unlock Lab provides the Services through a Website or App provided by Unlock Lab. Unlock Lab may also provide the Services through an NFT Marketplace, by opening its store at such a marketplace, in which the User will be subject to the terms of service and privacy policy of the NFT Marketplace
３-２To be eligible to use the Services, you must:
(a) be a natural or legal person with full legal capacity and authority to enter into this Agreement;
(b) in the case of a natural person:
(i) be at least 18 years old or of legal age specified by the Applicable Laws in your jurisdiction of residence capable of entering a binding contract; or
(ii) not be a current resident in the United States of America;
(c) not reside in a country or jurisdiction where access to and the use of the relevant Services and/or Digital Assets, including NFTs, are inaccessible or illegal; and
(d) have not previously been suspended or refused from using the Services.
３-３The User expressly acknowledges and agrees that Unlock Lab may disclose the User’s information to the Government Agencies or any third parties, as required by the Applicable Laws without prior notice to, or consent from, the User. Unlock Lab will collect, use, and share this information in accordance with the Privacy Policy.
３-４Unlock Lab may set the following restrictions on the sale and purchase of the NFT and the Purchaser shall comply with such restrictions:
(a) the purchase amount of the NFT;
(b) the number of times an NFT can be purchased; and
(c) other matters related to the purchase and sale of an NFT.
３-５The purchase price and fees for the NFT shall be indicated on the purchase page of the NFT on the Website or App.
３-６A purchase agreement for an NFT shall be concluded between Unlock Lab and the Purchaser. When a purchase agreement for an NFT is concluded, the Purchaser shall pay Unlock Lab for the NFT in accordance with a method separately determined by Unlock Lab. For payments made by blockchain, the Purchaser shall bear any blockchain network transaction fees (e.g. gas fees, etc.) related to the transfer of the NFT.
３-７For payments made by credit card, Unlock Lab (the "Company") delegates the processing of such payments to Unlock Lab Limited, a Hong Kong corporation with its registered office located at FLAT/RM03, 12/F HUNDSUN INTERNATIONAL CENTER, 44 HEUNG YIP ROAD, WONG CHUK HANG, Hong Kong. Unlock Lab Limited utilizes Stripe, Inc as its payment processor. Please note that certain types of credit cards may not be accepted, and acceptance may vary depending on the region. Additionally, a separate handling fee may be applied for credit card payments.
Delivery of the NFT will be made by the method prescribed by Unlock Lab after confirming the payment in paragraph ３-６ above, and the performance of this Agreement by Unlock Lab and the Purchaser shall be completed. In the case of applications that are not confirmed due to first-come-first-served basis, or other reasons, BNB will be refunded to the address used for the application within one week after the end of the sales period. For credit card payments, the refund will be credited back to the credit card used. There might be extra delay due to credit card providers.
３-８After the Delivery of the NFT, the Purchaser may not cancel, rescind, or cancel this Agreement for any reason, except as permitted by the Applicable Laws, and Unlock Lab shall not accept any returns or refunds of the NFT.
３-９In the event that Unlock Lab determines that the Purchaser of an NFT has purchased or paid for the NFT through the use of automatic tools, system errors or bugs of the Service, or through other illegal means, Unlock Lab may in its absolute discretion suspend or restrict the Purchaser from using all or part of the Services or other services provided by Unlock Lab in relation to the NFT, terminate the purchase agreement of the NFT or other contracts between Unlock Lab and the Purchaser, or take other measures deemed necessary by Unlock Lab. Unlock Lab shall not be liable for any Loss or damage incurred by the Purchaser as a result of such action, except in the case of willful misconduct or gross negligence on the part of Unlock Lab.
３-１０Any taxes Taxes or incidental expenses incurred in connection with the purchase of the NFT and the use of the Services shall be borne by the Purchaser.
３-１１The Purchaser shall bear the cost of purchasing, installing, or maintaining the terminal necessary for the use of the Services and any communication costs incurred in the use of the Services.
３-１２To purchase NFTs on the Site, you must connect a Third-Party Digital Wallet to the Services for payments. You understand that your blockchain public key may be visible during transactions. You can connect multiple Third-Party Digital Wallets, but only one wallet can be used on the Site at a time. When you order an NFT, the service provider of your wallet completes the transaction and stores the NFT(s) on your behalf. Transactions are subject to the terms of service and privacy policy of the Third-Party Digital Wallet. You agree and understand that we are not a digital wallet service provider, exchange, broker or financial institution, and we do not provide financial services or advice. However, for the purpose of ensuring compliance with Applicable Laws, we may require you to provide additional information or documents. You confirm and undertake that all the information provided is complete, true and accurate; and shall inform Unlock Lab promptly of any changes to the information.
３-１３You agree that it is your sole responsibility to secure your account on the Site and any associated Third-Party Digital Wallet, and we and any of our affiliates or our service providers shall not be responsible for any Loss resulted from any security breaches related to your account.
３-１４You acknowledge and understand our Privacy Policy and how we collect, use, and share your personal data. You understand that we may request additional personal data for internal requirements, such as fraud prevention and compliance purposes.
４Secondary Listing of an NFT
４-１An NFT Holder may sell his/her NFT in an NFT Marketplace as a Secondary Listing.
４-２Unlock Lab may receive a portion of the purchase price of the NFTs in the Secondary Listings in accordance with the rules and regulations of the third party that provides the NFT Marketplace.
４-３Unlock Lab shall not be responsible for the use of the NFT Marketplace, except in the case of wilful misconduct or gross negligence on the part of Unlock Lab.
５PROHIBITED USES
５-１You may only use the Site or the Services for lawful purposes. You may not use our Site or the Services:
(a) in any way that breaches any Applicable Laws;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material or content on the Site in a way that may harm or infringe third parties’ rights;
(e) to engage in financial activities that require any approval, registration or licensing, such as trading securities or commodities futures;
(f) to participate in fundraising for businesses or platforms that involve securities or financial instruments;
(g) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
(h) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
(i) to sell or lease your access to the Site or Services without our consent.
５-２You also agree not to:
reproduce, duplicate, copy or re-sell any part of our Site in contravention with these Terms;
(a) access without authority, interfere with, damage or disrupt:
(i) any part of our Site;
(ii) any equipment or network on which our Site is stored;
(iii) any software used in the provision of our Site; or
(iv) any equipment, network or software owned or used by any third party.
(b) interfere or attempt to interfere with the normal operation of our Site or any activity that is conducted on our Site;
(c) use any robot, spider, crawler, scraper, or other automatic device, process, software or means to access the Site or the Services for any purpose, including monitoring or copying any of the material on our Site or the Services;
(d) take any action that would result in an unreasonably large data load on our Site’s network.
５-３While we are not obligated to monitor your use of the Site or Services, we have the right to do so to ensure compliance with the Agreement and Applicable Laws. We may restrict, suspend, or terminate your access to the Site and Services if we believe you are in breach or misusing them. We may also suspend or terminate access as required by Applicable Laws or if you violate the terms of any third-party service provider. Such actions will not be considered a breach by us, and we will not be liable for any resulting claims or damages. We may impose limitations and controls on your use of the Services, including rejecting transactions or freezing funds, as part of our compliance policies.
６SUSPENSION OR TERMINATION OF SERVICES
６-１We reserve the right to modify, suspend, or discontinue the Services or any features, temporarily or permanently; or terminate the Agreement, at any time without notice. We are not liable to you and you are not entitled to a refund for any amounts paid if we modify, suspend, or discontinue the Services.
６-２You hereby further release and forever discharge us from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services.
７ASSUMPTION OF RISK
７-１BY ACCESSING OR USING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE CERTAIN RISKS, INCLUDING BUT NOT LIMITED TO:
(a) GENERAL RISKS ASSOCIATED WITH USING DIGITAL ASSETS, INCLUDING, BUT NOT LIMITED TO, FRAUD, COUNTERFEITING, THE RISK OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS AND/OR FAILURES, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION OR OTHER TYPES OF CYBER-ATTACKS, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR DIGITAL WALLET;
(b) VOLATILITY IN THE PRICE AND LIQUIDITY OF BLOCKCHAIN-BASED ASSETS, INCLUDING NFTS;
(c) FLUCTUATIONS IN THE PRICE OF OTHER DIGITAL ASSETS THAT MAY AFFECT THE PRICE AND LIQUIDITY OF NFTS;
(d) TRADING SUSPENSION RISK ARISING FROM THE SUSPENSION OF TRADING OF ANY DIGITAL ASSETS WHEREBY USERS AND POTENTIAL USERS CANNOT BUY AND SELL DIGITAL ASSETS;
(e) ISSUER DEFAULT RISK ARISING FROM AN ISSUER BECOMING INSOLVENT AND DEFAULTING ON THEIR ISSUED DIGITAL ASSETS;
(f) INFLATION RISKS ARISING FROM ADDITIONAL DIGITAL ASSETS BEING CREATED, WHICH MAY LEAD TO A DECLINE IN THEIR PRICE DUE TO INFLATIONARY EFFECTS OF THE INCREASED AMOUNT OF TOTAL DIGITAL ASSETS AVAILABLE;
(g) CONCENTRATION RISKS ARISING FROM ONE OR MORE PERSONS DIRECTLY OR INDIRECTLY CONTROLLING SIGNIFICANT PORTIONS OF THE TOTAL SUPPLY OF ANY PARTICULAR DIGITAL ASSET;
(h) LEGAL AND REGULATORY RISK AND CHANGES THAT MAY IMPACT THE MINTING, USE, TRANSFER AND VALUE OF THE NFTS;
(i) NFTS ARE NOT LEGAL TENDER AND ARE NOT BACKED BY ANY GOVERNMENT;
(j) NFTS AND FIAT CURRENCIES ARE NOT A BANK DEPOSIT UNDER APPLICABLE LAWS. ANY FIAT CURRENCIES OR DIGITAL ASSETS HELD BY US FOR YOUR BENEFIT ARE NOT HELD AS “DEPOSITS” WITHIN THE MEANING OF ANY APPLICABLE LAW AND ARE NOT ELIGIBLE FOR ANY PUBLIC OR PRIVATE DEPOSIT INSURANCE PROTECTION OR OTHER PROTECTION PROGRAMMES OF A SIMILAR NATURE.
(k) TRANSACTIONS INVOLVING NFTS MAY BE IRREVERSIBLE, AND LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE;
(l) THE VALUE OF NFTS DEPENDS ON MARKET PARTICIPANTS’ WILLINGNESS TO EXCHANGE FIAT CURRENCY OR DIGITAL ASSETS FOR THEM. IF THE MARKET DISAPPEARS OR BECOMES ILLIQUID, THE NFT MAY BECOME UNCONVERTIBLE AND THE VALUE OF NFTS MAY BE PERMANENTLY OR COMPLETELY LOST;
(m) UPGRADES TO THE BLOCKCHAIN PLATFORM, A HARD FORK IN THE BLOCKCHAIN PLATFORM, A FAILURE OR CESSATION OF THE BLOCKCHAIN PLATFORM, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE BLOCKCHAIN PLATFORM MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING SUCH TECHNOLOGIES;
(n) RISK OF WITHDRAWING AN NFT TO A DIGITAL ASSET WALLET OUTSIDE THE SITE ;
(o) RISK OF LOSS OF PRIVATE KEY. ANY LOSS OF CONTROL OF THE PRIVATE KEY BY YOU WILL PERMANENTLY AND IRREVERSIBLY DENY YOU ACCESS TO YOUR DIGITAL ASSETS AND A MEANS OF PROVING THEIR OWNERSHIP IN THE DIGITAL ASSETS;
(p) RISK OF UNAUTHORISED ACCESS ARISING FROM UNAUTHORISED THIRD PARTIES ACCESSING OR USING THE SERVICES WITHOUT YOUR KNOWLEDGE OR AUTHORISATION, WHETHER BY OBTAINING CONTROL OVER ANOTHER DEVICE OR BY OTHER METHODS;
(q) MONEY-LAUNDERING RISK ARISING FROM CONVERSIONS BETWEEN DIGITAL ASSETS AND FIAT CURRENCIES, WHICH ARE INHERENTLY SUSCEPTIBLE TO HIGHER RISKS OF MONEY LAUNDERING AND TERRORIST FINANCING; AND
(r) CONFLICTS OF INTEREST ARISING FROM OTHER SERVICE PROVIDERS AND US PROVIDING SERVICES TO YOU.
THESE TERMS DO NOT FULLY DISCLOSE THE RISKS OR MATERIAL ASPECTS OF CONDUCTING TRANSACTIONS OR USING THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ASSESSING THE RISKS ASSOCIATED WITH NFTS. WE DO NOT PROVIDE ADVICE OR RECOMMENDATIONS REGARDING NFTS. YOU SHOULD NOT CONSTRUE THESE TERMS OR ANY TERMS OF THE AGREEMENT AS LEGAL, TAX OR FINANCIAL ADVICE. UNLOCK LAB IS NOT ACTING AS YOUR FINANCIAL ADVISOR AND YOU MUST NOT REGARD UNLOCK LAB AS ACTING IN THAT CAPACITY. YOUR USE OF THE SITE, SERVICES, AND/OR NFTS IS AT YOUR OWN RISK, AND WE ARE NOT RESPONSIBLE FOR ANY COMMUNICATION FAILURES OR ERRORS YOU MAY ENCOUNTER.
８LIMITATION ON LIABILITIES
８-１YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. THEY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS. WE DO NOT GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, ACCURATE, OR FREE OF VIRUSES. WE ARE NOT LIABLE FOR ANY LOSS RESULTING FROM YOUR RELIANCE ON THE SERVICES. YOU ACCEPT THE INHERENT RISKS OF USING THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY SECURITY BREACHES.
８-２TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, WE, OUR AFFILIATES, AND RELATED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES ARISING FROM THE AGREEMENT, THE SITE, THE SERVICES, OR NFTS. THIS INCLUDES ANY DELAY OR INABILITY ON UNLOCK LAB 'S PART TO PERFORM ANY OF OUR OBLIGATIONS UNDER THESE TERMS BECAUSE OF ANY FORCE MAJEURE EVENT. THIS INCLUDES LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA. YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK, AND ANY DAMAGE TO YOUR COMPUTER SYSTEM IS YOUR RESPONSIBILITY.
８-３THE SITE AND/OR SERVICES MAY INCLUDE THIRD-PARTY CONTENT. IT IS THE RESPONSIBILITY OF THE CREATOR OR THIRD PARTIES TO ENSURE THAT THEY HAVE THE NECESSARY RIGHTS TO GRANT THE RIGHTS ASSOCIATED WITH THE THIRD-PARTY CONTENT. THEY MUST ALSO ENSURE THAT THE THIRD-PARTY CONTENT COMPLY WITH THE APPLICABLE LAWS, MEET SPECIFICATIONS, AND ARE FREE FROM CLAIMS OR RIGHTS OF THIRD PARTIES. BY USING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE THAT WE DO NOT VERIFY THE IDENTITY OR AUTHENTICITY OF THIRD-PARTY CONTENT. YOU ARE RESPONSIBLE FOR VERIFYING THE IDENTITY AND AUTHENTICITY OF THIRD-PARTY CONTENT BEFORE MAKING A PURCHASE OR OBTAINING A LICENSE. WE DO NOT ENDORSE OR ASSUME LIABILITY FOR THIRD PARTY CONTENT. ANY DISPUTES REGARDING THIRD PARTY CONTENT SHOULD BE RESOLVED DIRECTLY WITH THE RELEVANT THIRD PARTIES. WE MAY ASSIST IN NEGOTIATION UPON REQUEST, BUT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES RESULTING FROM OUR INVOLVEMENT, EXCEPT FOR GROSS NEGLIGENCE.
８-４SUBJECT TO THE APPLICABLE LAWS, UNLOCK LAB 'S TOTAL LIABILITY TO THE USER IN RESPECT OF THE AGREEMENT, THE SITE, THE SERVICES, OR NFTS WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
９INDEMNIFICATION
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, YOU AGREE TO INDEMNIFY US AND OUR AFFILIATES AGAINST ANY ACTUAL OR ALLEGED CLAIMS, DAMAGES, LOSSES, LIABILITIES, PENALTIES, FEES, AND EXPENSES ARISING FROM OR RELATED TO THE AGREEMENT, YOUR IMPROPER USE OF THE SITE OR THE SERVICES, INCLUDING ANY MISUSE OR INVOLVEMENT OF THIRD PARTIES IN PURCHASING NFTS OR LICENSING CONTENT. THIS INCLUDES ANY FEEDBACK YOU PROVIDE, MISREPRESENTATION OR VIOLATION OF THE AGREEMENT, INFRINGEMENT OF THIRD-PARTY RIGHTS, BREACH OF AGREEMENTS, AND ACTIVITIES RELATED TO NFTS. YOU MUST PROMPTLY NOTIFY US OF ANY THIRD-PARTY CLAIMS AND COOPERATE WITH US IN DEFENDING THEM. WE OR OUR AFFILIATES WILL HAVE CONTROL OVER THE DEFENSE OR SETTLEMENT OF ANY CLAIMS.
１０THIRD PARTY SERVICES
The Services may provide access to third party websites, applications, portals, or resources. We offer this access for convenience and are not responsible for the content, products, or services provided by those resources. You acknowledge that you are solely responsible for your use of any third-party resources and assume all associated risks.
１１GOVERNING LAW AND DISPUTE RESOLUTION
１１-１These Terms and any Dispute shall be governed by and construed in accordance with the laws of the BVI. Any Dispute shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre under the rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the BVI. The seat of arbitration shall be in the BVI. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
１２MISCELLANEOUS
１２-１You may not transfer or assign any rights or obligations under the Agreement, including those related to the enforcement of laws or change of control, without our prior written consent. We may transfer or assign our rights or obligations under the Agreement, in whole or in part, without notice or obtaining your consent.
１２-２Subject to the Applicable Laws, other than our affiliates, a person who is not a party to the Agreement has no right to enforce any of the terms or conditions in the Agreement.
１２-３If any provision of the Agreement is found invalid or unenforceable by a court or administrative body of competent jurisdiction, it will not affect the validity or enforceability of other provisions under the Applicable Laws. The unaffected provisions will remain in full force and effect. The invalid or unenforceable provision will be modified and interpreted to the greatest extent possible under the Applicable Laws to achieve its objectives.
１２-４If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by the Applicable Laws and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
１２-５The Agreement constitutes the entire agreement between the parties regarding the subject matter and supersede all prior representations, arrangements, understandings, and Agreement, whether oral or written. Each party acknowledges that it relies only on the statements, representations, warranties, and understandings expressly set out in the Agreement.
１２-６No rights, interests, powers, or remedies under the Agreement can be waived in whole or in part unless in writing by the party holding such rights. The delay or non-enforcement of any terms or conditions by a party shall not be considered a waiver, and each party’s rights, interests, powers, and remedies are cumulative and not exclusive.
１２-７You agree and understand that all provisions of the Agreement shall survive the termination or expiration of the Agreement.
１２-８The User agrees that it will treat as confidential all information provided in the course of the User 's use of the Services, including, but not limited to, any communication between the parties, any information or documents exchanged between the parties, any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure.
[1] A web service accessible fromhttps://opensea.io/.
Updated on March 11, 2024
Welcome to SyFu!
Please read these Terms of Service carefully as they contain important information and may affect your legal rights.
Access to, and use of, the Services available through the Website or the App are subject to the following Terms. By using the Services, you acknowledge and agree that you have read, understood, and agree to be bound by all of the provisions set out in these Terms (as amended, supplemented or modified from time to time), which will apply to the Services which Unlock Lab may in its absolute discretion provide to you from time to time. If you do not agree to these Terms, you are not authorized to access or use the Service, connect your Third-Party Digital Wallet, or purchase any NFTs on the Website or the App.
１ABOUT THESE TERMS
１-１These Terms of Service (the “Terms”) and our Privacy Policy (as amended, supplemented or modified from time to time) collectively form a legally binding agreement (the “Agreement”) between you and Unlock Lab Limited (“Unlock Lab”), the operator of the SyFu website (https://syfu.io) and related domains, software, tools, features, or functionalities (collectively, the “Site”). The Agreement governs your access to and use of the Site and any content, information, and materials provided by Unlock Lab. You should consult your own independent professional advisors before entering into any transaction and only use the Services if you have fully understood the nature, the contractual relationship into which you are entering, all relevant terms and conditions and the nature and extent of your exposure to Loss. You have been recommended to read these Terms carefully and retain these for your records.
１-２References in these Terms to “you” and “your” refer to the person accessing the Site and/or the Services, and references to “we”, “us”, “our” and “ourselves” refer to Unlock Lab.
１-３For inquiries regarding disclosure about Unlock Lab, the operator of this service, in accordance with the Japanese Specified Commercial Transactions Law, please send an email to contact@syfu.io. We will respond promptly to your requests.
１-４We reserve the right to amend these Terms from time to time. Any amendments will take effect immediately upon posting and the amendment date will be set out in the Terms. Every time you wish to use our Site and/or the Services, please check these Terms to ensure you understand the Terms that apply at that time. If any amendment is unacceptable to you, your only recourse is to discontinue your use of the Services, and your continued use of our Site and/or the Services following posting of an amendment will constitute your binding acceptance of the amendments.
１-５Please note that we may amend these Terms from time to time. We will note the date that amendments were last made at the top of these terms, and any amendments will take effect upon posting. Every time you wish to use our Site and/or the Services, please check these Terms to ensure you understand the Terms that apply at that time. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services, and your continued use of our Site and/or the Services following posting of an amendment will constitute your binding acceptance of the changes.
２DEFINITIONS
In these Terms, the following words and expressions shall have the following meanings: -
２-１ "Agreement” refers to the written agreement between you and Unlock Lab regarding the Services provided to you by Unlock Lab, including but not limited to these Terms, our Privacy Policy, and any other rules, notifications, guidelines, terms or agreements designated by Unlock Lab from time to time;
２-２ "App” refers to an application provided by Unlock Lab for selling NFTs to prospective Users;
２-３ "Applicable Laws” means any local or foreign law, ordinance, regulation, demand, guidance, guidelines, rules, codes of practice, whether or not relating to Government Agencies as amended, reacted and replaced from time to time;
２-４ "BVI "refers to the British Virgin Islands;
２-５“Content” refers to audio or visual material, such as designs, drawings, prints, videos, or photographs, in any form or media that can be Minted as an NFT on a blockchain.
２-６ “"Delivery of the NFT "refers to Unlock Lab sending the NFT to the Purchaser to the address for NFT distribution;
２-７ "Digital Asset "refers to digital representations of value which may be in the form of NFTs, digital tokens (such as digital currencies, utility tokens or security or asset-backed tokens), any other virtual commodities, crypto assets or other assets of essentially the same nature, that are available on the Site, Website or App as determined and approved by Unlock Lab from time to time for use in connection with the Services and any services provided by Unlock Lab to the User;
２-８ "Dispute "means any dispute, claim, controversy or difference arising out of or in connection with the Terms or any Additional Terms, including any question regarding its existence, validity, subject matter, interpretation, negotiation, termination or enforceability, and any dispute, claim, controversy or difference regarding any non-contractual obligations arising out of or in connection with the Services;
２-９ "Force Majeure Event” means any events that are beyond the reasonable control of Unlock Lab, including but not limited to, nationalization, expropriation, currency restrictions, acts of state, acts of God, earthquakes, fires, floods, typhoons, tsunami, wars, civil or military disturbances, sabotage, terrorism and cyber-terrorism, security, integrity, and availability of the internet or blockchain networks, epidemics, pandemics, public health crisis, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services, accidents, labour disputes, regulatory changes, power failures or breakdowns in communications links or equipment of Unlock Lab, its affiliates or nominees, its contractors, agents or representatives;
２-１０ "Government Agency(ies)” means any governmental, semi-governmental, administrative, fiscal, regulatory judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity;
２-１１ "Loss” means any and all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs, charges and expenses, including without limitation all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement whether by a third person or otherwise;
２-１２Mint” or “Minting” refers to the creation and deployment of NFTs on a blockchain.
２-１３“NFT” refers to a non-fungible token issued on the blockchain using blockchain technology, or information on the transfer of digital data or other information necessary for the transaction of such digital data on the Service, which is recorded on the blockchain in a manner determined by Unlock Lab;
２-１４“"NFT Holder "refers to a Purchaser who has received Delivery of the NFT from Unlock Lab;
２-１５ "NFT Marketplace "refers to an NFT marketplace provided by other third parties, including OpenSea[1] or its successor or successor URL;
２-１６ "Purchaser "refers to a prospective User that makes a definite purchase of an NFT on the Website, App or NFT Marketplace;
２-１７“Services” refers to any of the services provided by Unlock Lab to you from time to time subject to the Agreement:
(a) sale of NFTs issued by Unlock Lab to prospective Users;
(b) earning of NFTs issued by Unlock Lab by prospective Users through the provision of payment data;
(c) custody services for NFTs and/or fiat currencies; and
２-１８ "Secondary Listing "refers to the resale of NFTs by an NFT Holder in an NFT Marketplace as a secondary listing;
２-１９ "Site "refers to the SyFu website and related domains, software, tools, features, or functionalities;
２-２０ "Taxes” means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of Unlock Lab;
２-２１ "Terms” refers to these terms of service, as may be amended from time to time;
２-２２ "Third-Party Content” refers to content, data, information, applications, or materials from third parties;
２-２３“Third-Party Digital Wallet” refers to a third-party electronic wallet supported by the Site, which allows users to purchase, store, and engage in transactions using cryptocurrency.
２-２４“Unlock Lab” refers to Unlock Lab Limited, which is a limited liability company incorporated in BVI with company number 2143010, including its successor and assigns;
２-２５ "User "refers to a person or entity who uses the Services provided by Unlock Lab, including the person’s or entity’s successors and assigns (as applicable); and
２-２６“Website” refers to a website provided by Unlock Lab for selling NFTs to prospective Users, including the Site.
３SERVICES
３-１Unlock Lab provides the Services through a Website or App provided by Unlock Lab. Unlock Lab may also provide the Services through an NFT Marketplace, by opening its store at such a marketplace, in which the User will be subject to the terms of service and privacy policy of the NFT Marketplace
３-２To be eligible to use the Services, you must:
(a) be a natural or legal person with full legal capacity and authority to enter into this Agreement;
(b) in the case of a natural person:
(i) be at least 18 years old or of legal age specified by the Applicable Laws in your jurisdiction of residence capable of entering a binding contract; or
(ii) not be a current resident in the United States of America;
(c) not reside in a country or jurisdiction where access to and the use of the relevant Services and/or Digital Assets, including NFTs, are inaccessible or illegal; and
(d) have not previously been suspended or refused from using the Services.
３-３The User expressly acknowledges and agrees that Unlock Lab may disclose the User’s information to the Government Agencies or any third parties, as required by the Applicable Laws without prior notice to, or consent from, the User. Unlock Lab will collect, use, and share this information in accordance with the Privacy Policy.
３-４Unlock Lab may set the following restrictions on the sale and purchase of the NFT and the Purchaser shall comply with such restrictions:
(a) the purchase amount of the NFT;
(b) the number of times an NFT can be purchased; and
(c) other matters related to the purchase and sale of an NFT.
３-５The purchase price and fees for the NFT shall be indicated on the purchase page of the NFT on the Website or App.
３-６A purchase agreement for an NFT shall be concluded between Unlock Lab and the Purchaser. When a purchase agreement for an NFT is concluded, the Purchaser shall pay Unlock Lab for the NFT in accordance with a method separately determined by Unlock Lab. For payments made by blockchain, the Purchaser shall bear any blockchain network transaction fees (e.g. gas fees, etc.) related to the transfer of the NFT.
３-７For payments made by credit card, Unlock Lab (the "Company") delegates the processing of such payments to Unlock Lab Limited, a Hong Kong corporation with its registered office located at FLAT/RM03, 12/F HUNDSUN INTERNATIONAL CENTER, 44 HEUNG YIP ROAD, WONG CHUK HANG, Hong Kong. Unlock Lab Limited utilizes Stripe, Inc as its payment processor. Please note that certain types of credit cards may not be accepted, and acceptance may vary depending on the region. Additionally, a separate handling fee may be applied for credit card payments.
Delivery of the NFT will be made by the method prescribed by Unlock Lab after confirming the payment in paragraph ３-６ above, and the performance of this Agreement by Unlock Lab and the Purchaser shall be completed. In the case of applications that are not confirmed due to first-come-first-served basis, or other reasons, BNB will be refunded to the address used for the application within one week after the end of the sales period. For credit card payments, the refund will be credited back to the credit card used. There might be extra delay due to credit card providers.
３-８After the Delivery of the NFT, the Purchaser may not cancel, rescind, or cancel this Agreement for any reason, except as permitted by the Applicable Laws, and Unlock Lab shall not accept any returns or refunds of the NFT.
３-９In the event that Unlock Lab determines that the Purchaser of an NFT has purchased or paid for the NFT through the use of automatic tools, system errors or bugs of the Service, or through other illegal means, Unlock Lab may in its absolute discretion suspend or restrict the Purchaser from using all or part of the Services or other services provided by Unlock Lab in relation to the NFT, terminate the purchase agreement of the NFT or other contracts between Unlock Lab and the Purchaser, or take other measures deemed necessary by Unlock Lab. Unlock Lab shall not be liable for any Loss or damage incurred by the Purchaser as a result of such action, except in the case of willful misconduct or gross negligence on the part of Unlock Lab.
３-１０Any taxes Taxes or incidental expenses incurred in connection with the purchase of the NFT and the use of the Services shall be borne by the Purchaser.
３-１１The Purchaser shall bear the cost of purchasing, installing, or maintaining the terminal necessary for the use of the Services and any communication costs incurred in the use of the Services.
３-１２To purchase NFTs on the Site, you must connect a Third-Party Digital Wallet to the Services for payments. You understand that your blockchain public key may be visible during transactions. You can connect multiple Third-Party Digital Wallets, but only one wallet can be used on the Site at a time. When you order an NFT, the service provider of your wallet completes the transaction and stores the NFT(s) on your behalf. Transactions are subject to the terms of service and privacy policy of the Third-Party Digital Wallet. You agree and understand that we are not a digital wallet service provider, exchange, broker or financial institution, and we do not provide financial services or advice. However, for the purpose of ensuring compliance with Applicable Laws, we may require you to provide additional information or documents. You confirm and undertake that all the information provided is complete, true and accurate; and shall inform Unlock Lab promptly of any changes to the information.
３-１３You agree that it is your sole responsibility to secure your account on the Site and any associated Third-Party Digital Wallet, and we and any of our affiliates or our service providers shall not be responsible for any Loss resulted from any security breaches related to your account.
３-１４You acknowledge and understand our Privacy Policy and how we collect, use, and share your personal data. You understand that we may request additional personal data for internal requirements, such as fraud prevention and compliance purposes.
４Secondary Listing of an NFT
４-１An NFT Holder may sell his/her NFT in an NFT Marketplace as a Secondary Listing.
４-２Unlock Lab may receive a portion of the purchase price of the NFTs in the Secondary Listings in accordance with the rules and regulations of the third party that provides the NFT Marketplace.
４-３Unlock Lab shall not be responsible for the use of the NFT Marketplace, except in the case of wilful misconduct or gross negligence on the part of Unlock Lab.
５PROHIBITED USES
５-１You may only use the Site or the Services for lawful purposes. You may not use our Site or the Services:
(a) in any way that breaches any Applicable Laws;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material or content on the Site in a way that may harm or infringe third parties’ rights;
(e) to engage in financial activities that require any approval, registration or licensing, such as trading securities or commodities futures;
(f) to participate in fundraising for businesses or platforms that involve securities or financial instruments;
(g) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam);
(h) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
(i) to sell or lease your access to the Site or Services without our consent.
５-２You also agree not to:
reproduce, duplicate, copy or re-sell any part of our Site in contravention with these Terms;
(a) access without authority, interfere with, damage or disrupt:
(i) any part of our Site;
(ii) any equipment or network on which our Site is stored;
(iii) any software used in the provision of our Site; or
(iv) any equipment, network or software owned or used by any third party.
(b) interfere or attempt to interfere with the normal operation of our Site or any activity that is conducted on our Site;
(c) use any robot, spider, crawler, scraper, or other automatic device, process, software or means to access the Site or the Services for any purpose, including monitoring or copying any of the material on our Site or the Services;
(d) take any action that would result in an unreasonably large data load on our Site’s network.
５-３While we are not obligated to monitor your use of the Site or Services, we have the right to do so to ensure compliance with the Agreement and Applicable Laws. We may restrict, suspend, or terminate your access to the Site and Services if we believe you are in breach or misusing them. We may also suspend or terminate access as required by Applicable Laws or if you violate the terms of any third-party service provider. Such actions will not be considered a breach by us, and we will not be liable for any resulting claims or damages. We may impose limitations and controls on your use of the Services, including rejecting transactions or freezing funds, as part of our compliance policies.
６SUSPENSION OR TERMINATION OF SERVICES
６-１We reserve the right to modify, suspend, or discontinue the Services or any features, temporarily or permanently; or terminate the Agreement, at any time without notice. We are not liable to you and you are not entitled to a refund for any amounts paid if we modify, suspend, or discontinue the Services.
６-２You hereby further release and forever discharge us from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services.
７ASSUMPTION OF RISK
７-１BY ACCESSING OR USING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE CERTAIN RISKS, INCLUDING BUT NOT LIMITED TO:
(a) GENERAL RISKS ASSOCIATED WITH USING DIGITAL ASSETS, INCLUDING, BUT NOT LIMITED TO, FRAUD, COUNTERFEITING, THE RISK OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS AND/OR FAILURES, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION OR OTHER TYPES OF CYBER-ATTACKS, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR DIGITAL WALLET;
(b) VOLATILITY IN THE PRICE AND LIQUIDITY OF BLOCKCHAIN-BASED ASSETS, INCLUDING NFTS;
(c) FLUCTUATIONS IN THE PRICE OF OTHER DIGITAL ASSETS THAT MAY AFFECT THE PRICE AND LIQUIDITY OF NFTS;
(d) TRADING SUSPENSION RISK ARISING FROM THE SUSPENSION OF TRADING OF ANY DIGITAL ASSETS WHEREBY USERS AND POTENTIAL USERS CANNOT BUY AND SELL DIGITAL ASSETS;
(e) ISSUER DEFAULT RISK ARISING FROM AN ISSUER BECOMING INSOLVENT AND DEFAULTING ON THEIR ISSUED DIGITAL ASSETS;
(f) INFLATION RISKS ARISING FROM ADDITIONAL DIGITAL ASSETS BEING CREATED, WHICH MAY LEAD TO A DECLINE IN THEIR PRICE DUE TO INFLATIONARY EFFECTS OF THE INCREASED AMOUNT OF TOTAL DIGITAL ASSETS AVAILABLE;
(g) CONCENTRATION RISKS ARISING FROM ONE OR MORE PERSONS DIRECTLY OR INDIRECTLY CONTROLLING SIGNIFICANT PORTIONS OF THE TOTAL SUPPLY OF ANY PARTICULAR DIGITAL ASSET;
(h) LEGAL AND REGULATORY RISK AND CHANGES THAT MAY IMPACT THE MINTING, USE, TRANSFER AND VALUE OF THE NFTS;
(i) NFTS ARE NOT LEGAL TENDER AND ARE NOT BACKED BY ANY GOVERNMENT;
(j) NFTS AND FIAT CURRENCIES ARE NOT A BANK DEPOSIT UNDER APPLICABLE LAWS. ANY FIAT CURRENCIES OR DIGITAL ASSETS HELD BY US FOR YOUR BENEFIT ARE NOT HELD AS “DEPOSITS” WITHIN THE MEANING OF ANY APPLICABLE LAW AND ARE NOT ELIGIBLE FOR ANY PUBLIC OR PRIVATE DEPOSIT INSURANCE PROTECTION OR OTHER PROTECTION PROGRAMMES OF A SIMILAR NATURE.
(k) TRANSACTIONS INVOLVING NFTS MAY BE IRREVERSIBLE, AND LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE;
(l) THE VALUE OF NFTS DEPENDS ON MARKET PARTICIPANTS’ WILLINGNESS TO EXCHANGE FIAT CURRENCY OR DIGITAL ASSETS FOR THEM. IF THE MARKET DISAPPEARS OR BECOMES ILLIQUID, THE NFT MAY BECOME UNCONVERTIBLE AND THE VALUE OF NFTS MAY BE PERMANENTLY OR COMPLETELY LOST;
(m) UPGRADES TO THE BLOCKCHAIN PLATFORM, A HARD FORK IN THE BLOCKCHAIN PLATFORM, A FAILURE OR CESSATION OF THE BLOCKCHAIN PLATFORM, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON THE BLOCKCHAIN PLATFORM MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS USING SUCH TECHNOLOGIES;
(n) RISK OF WITHDRAWING AN NFT TO A DIGITAL ASSET WALLET OUTSIDE THE SITE ;
(o) RISK OF LOSS OF PRIVATE KEY. ANY LOSS OF CONTROL OF THE PRIVATE KEY BY YOU WILL PERMANENTLY AND IRREVERSIBLY DENY YOU ACCESS TO YOUR DIGITAL ASSETS AND A MEANS OF PROVING THEIR OWNERSHIP IN THE DIGITAL ASSETS;
(p) RISK OF UNAUTHORISED ACCESS ARISING FROM UNAUTHORISED THIRD PARTIES ACCESSING OR USING THE SERVICES WITHOUT YOUR KNOWLEDGE OR AUTHORISATION, WHETHER BY OBTAINING CONTROL OVER ANOTHER DEVICE OR BY OTHER METHODS;
(q) MONEY-LAUNDERING RISK ARISING FROM CONVERSIONS BETWEEN DIGITAL ASSETS AND FIAT CURRENCIES, WHICH ARE INHERENTLY SUSCEPTIBLE TO HIGHER RISKS OF MONEY LAUNDERING AND TERRORIST FINANCING; AND
(r) CONFLICTS OF INTEREST ARISING FROM OTHER SERVICE PROVIDERS AND US PROVIDING SERVICES TO YOU.
THESE TERMS DO NOT FULLY DISCLOSE THE RISKS OR MATERIAL ASPECTS OF CONDUCTING TRANSACTIONS OR USING THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ASSESSING THE RISKS ASSOCIATED WITH NFTS. WE DO NOT PROVIDE ADVICE OR RECOMMENDATIONS REGARDING NFTS. YOU SHOULD NOT CONSTRUE THESE TERMS OR ANY TERMS OF THE AGREEMENT AS LEGAL, TAX OR FINANCIAL ADVICE. UNLOCK LAB IS NOT ACTING AS YOUR FINANCIAL ADVISOR AND YOU MUST NOT REGARD UNLOCK LAB AS ACTING IN THAT CAPACITY. YOUR USE OF THE SITE, SERVICES, AND/OR NFTS IS AT YOUR OWN RISK, AND WE ARE NOT RESPONSIBLE FOR ANY COMMUNICATION FAILURES OR ERRORS YOU MAY ENCOUNTER.
８LIMITATION ON LIABILITIES
８-１YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK. THEY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS. WE DO NOT GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, ACCURATE, OR FREE OF VIRUSES. WE ARE NOT LIABLE FOR ANY LOSS RESULTING FROM YOUR RELIANCE ON THE SERVICES. YOU ACCEPT THE INHERENT RISKS OF USING THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY SECURITY BREACHES.
８-２TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, WE, OUR AFFILIATES, AND RELATED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES ARISING FROM THE AGREEMENT, THE SITE, THE SERVICES, OR NFTS. THIS INCLUDES ANY DELAY OR INABILITY ON UNLOCK LAB 'S PART TO PERFORM ANY OF OUR OBLIGATIONS UNDER THESE TERMS BECAUSE OF ANY FORCE MAJEURE EVENT. THIS INCLUDES LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA. YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK, AND ANY DAMAGE TO YOUR COMPUTER SYSTEM IS YOUR RESPONSIBILITY.
８-３THE SITE AND/OR SERVICES MAY INCLUDE THIRD-PARTY CONTENT. IT IS THE RESPONSIBILITY OF THE CREATOR OR THIRD PARTIES TO ENSURE THAT THEY HAVE THE NECESSARY RIGHTS TO GRANT THE RIGHTS ASSOCIATED WITH THE THIRD-PARTY CONTENT. THEY MUST ALSO ENSURE THAT THE THIRD-PARTY CONTENT COMPLY WITH THE APPLICABLE LAWS, MEET SPECIFICATIONS, AND ARE FREE FROM CLAIMS OR RIGHTS OF THIRD PARTIES. BY USING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE THAT WE DO NOT VERIFY THE IDENTITY OR AUTHENTICITY OF THIRD-PARTY CONTENT. YOU ARE RESPONSIBLE FOR VERIFYING THE IDENTITY AND AUTHENTICITY OF THIRD-PARTY CONTENT BEFORE MAKING A PURCHASE OR OBTAINING A LICENSE. WE DO NOT ENDORSE OR ASSUME LIABILITY FOR THIRD PARTY CONTENT. ANY DISPUTES REGARDING THIRD PARTY CONTENT SHOULD BE RESOLVED DIRECTLY WITH THE RELEVANT THIRD PARTIES. WE MAY ASSIST IN NEGOTIATION UPON REQUEST, BUT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES RESULTING FROM OUR INVOLVEMENT, EXCEPT FOR GROSS NEGLIGENCE.
８-４SUBJECT TO THE APPLICABLE LAWS, UNLOCK LAB 'S TOTAL LIABILITY TO THE USER IN RESPECT OF THE AGREEMENT, THE SITE, THE SERVICES, OR NFTS WILL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
９INDEMNIFICATION
TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, YOU AGREE TO INDEMNIFY US AND OUR AFFILIATES AGAINST ANY ACTUAL OR ALLEGED CLAIMS, DAMAGES, LOSSES, LIABILITIES, PENALTIES, FEES, AND EXPENSES ARISING FROM OR RELATED TO THE AGREEMENT, YOUR IMPROPER USE OF THE SITE OR THE SERVICES, INCLUDING ANY MISUSE OR INVOLVEMENT OF THIRD PARTIES IN PURCHASING NFTS OR LICENSING CONTENT. THIS INCLUDES ANY FEEDBACK YOU PROVIDE, MISREPRESENTATION OR VIOLATION OF THE AGREEMENT, INFRINGEMENT OF THIRD-PARTY RIGHTS, BREACH OF AGREEMENTS, AND ACTIVITIES RELATED TO NFTS. YOU MUST PROMPTLY NOTIFY US OF ANY THIRD-PARTY CLAIMS AND COOPERATE WITH US IN DEFENDING THEM. WE OR OUR AFFILIATES WILL HAVE CONTROL OVER THE DEFENSE OR SETTLEMENT OF ANY CLAIMS.
１０THIRD PARTY SERVICES
The Services may provide access to third party websites, applications, portals, or resources. We offer this access for convenience and are not responsible for the content, products, or services provided by those resources. You acknowledge that you are solely responsible for your use of any third-party resources and assume all associated risks.
１１GOVERNING LAW AND DISPUTE RESOLUTION
１１-１These Terms and any Dispute shall be governed by and construed in accordance with the laws of the BVI. Any Dispute shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre under the rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the BVI. The seat of arbitration shall be in the BVI. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
１２MISCELLANEOUS
１２-１You may not transfer or assign any rights or obligations under the Agreement, including those related to the enforcement of laws or change of control, without our prior written consent. We may transfer or assign our rights or obligations under the Agreement, in whole or in part, without notice or obtaining your consent.
１２-２Subject to the Applicable Laws, other than our affiliates, a person who is not a party to the Agreement has no right to enforce any of the terms or conditions in the Agreement.
１２-３If any provision of the Agreement is found invalid or unenforceable by a court or administrative body of competent jurisdiction, it will not affect the validity or enforceability of other provisions under the Applicable Laws. The unaffected provisions will remain in full force and effect. The invalid or unenforceable provision will be modified and interpreted to the greatest extent possible under the Applicable Laws to achieve its objectives.
１２-４If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be enforced to the maximum extent permitted by the Applicable Laws and otherwise deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
１２-５The Agreement constitutes the entire agreement between the parties regarding the subject matter and supersede all prior representations, arrangements, understandings, and Agreement, whether oral or written. Each party acknowledges that it relies only on the statements, representations, warranties, and understandings expressly set out in the Agreement.
１２-６No rights, interests, powers, or remedies under the Agreement can be waived in whole or in part unless in writing by the party holding such rights. The delay or non-enforcement of any terms or conditions by a party shall not be considered a waiver, and each party’s rights, interests, powers, and remedies are cumulative and not exclusive.
１２-７You agree and understand that all provisions of the Agreement shall survive the termination or expiration of the Agreement.
１２-８The User agrees that it will treat as confidential all information provided in the course of the User 's use of the Services, including, but not limited to, any communication between the parties, any information or documents exchanged between the parties, any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure.
[1] A web service accessible fromhttps://opensea.io/.