1. Acceptance of NFT Terms; Modification of NFT Terms
These Terms and Conditions (“NFT Terms”) constitute an agreement between the The Endlesss Foundation, a Swiss Foundation with registered office at Baarerstrasse 10, 6300 Zug, Switzerland (“Company”, “we”, “us” or “our”) and each registered end user (each, a “User”, “you” or “your”) of the Endlesss Collectible Jams and Marketplace located at https://endlesss.fm or such other URL as may be designated by Company from time to time, as well as any mobile apps or other related services or applications thereto (collectively, the “NFT Marketplace”). The NFT Terms regulate your access to and use of the NFT Marketplace. By accessing and using the NFT Marketplace (including by purchasing or bidding on any items herein), you are deemed to have read, accepted, executed and agreed to be bound by these NFT Terms. We may change or amend these NFT Terms at any time at our sole and absolute discretion. Any changes to these NFT Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the NFT Marketplace, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the NFT Marketplace.
IF ANY PROVISION OF THESE NFT TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE NFT MARKETPLACE. YOUR CONTINUED USE OF THE NFT MARKETPLACE FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE NFT TERMS SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
2. Overview of the NFT Marketplace
The NFT Marketplace provides you with the ability to create (or, as we call it, a mint), sell, buy, bid, collect, exchange, display and otherwise transact digital media ("NFT Media") that can be represented as non-fungible tokens ("NFT") on blockchain. We facilitate transactions between an NFT buyer and creator(s), but we are not a party to any agreement between an NFT buyer and seller on the NFT Marketplace. We collect revenue on the NFT Marketplace in the form of transaction fees and other applicable fees.
The Company reserves the right to make the final decisions on any disputes arising from purchases through the NFT Marketplace, including in connection with any auctions or other purchase methods.
For NFT Sellers: By creating a collectible jam and creating rifffs in it you will be submitting or selling NFTs through the NFT Marketplace. You represent and warrant that you own all legal rights, titles and interests in all intellectual property rights to NFT Media associated with such NFTs, or you own legal permission from the owner of the intellectual property to supply or sell NFT on the NFT marketplace. With no exceptions NFTs have to be minted on the NFT Marketplace, in order to list an NFT for sale on the NFT Marketplace. For clarity, the Company has no obligation to you for storing, or helping you recover any NFT media associated with your NFTs. By creating, submitting or selling the NFT through the NFT Marketplace, you also represent and warrant that the NFT Marketplace is the first and only platform (a website or a service) where you have created and are selling such NFT or rights to NFT Media associated with such NFT.For NFT Buyers: When you buy an NFT, you own an NFT that is associated with a specific NFT Media, but you do not own any intellectual property rights in such NFT Media, other than the granted licenses expressly set forth in NFT. In certain cases, we may help evaluate or provide you with information about an NFT seller. However, such information is provided for informational purposes only. You are solely responsible for verifying the authenticity, legality, and identity of any NFTs that you purchase from the NFT Marketplace. We make no guarantees or promises as to the identity, legality, or authenticity of any NFT on the NFT Marketplace.
3. License to Your Content
In connection with your use of the NFT Marketplace, you may be able to post, upload, or submit content to be made available through the NFT Marketplace, including NFT Media that is tied to NFTs you wish to sell on the NFT Marketplace as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise make available through the NFT Marketplace, except for rights expressly granted herein. In order to operate the NFT Marketplace, we need to obtain from you certain license rights to Your Content so that actions we take in operating the NFT Marketplace are not considered legal violations. Accordingly, by using the NFT Marketplace and uploading Your Content or otherwise making Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (now known or later developed) but solely as required to be able to operate and provide services of the NFT Marketplace. You agree that this license includes the right for us to provide, promote, and improve the NFT Marketplace and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the NFT Marketplace, and solely for purpose of providing the NFT Marketplace, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. As part of the foregoing license grant you agree that the other Users of the NFT Marketplace shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the NFT Marketplace; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the NFT Marketplace. By posting or submitting Your Content to the NFT Marketplace, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. If you sell an NFT through the NFT Marketplace, you grant to the buyer of the NFT a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Media for such purchased NFT, solely for the following purposes: (a) for the buyer’s own personal use; (b) as part of a marketplace that permits the purchase and sale of such NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media, and provided that the NFT Media is no longer visible once the owner of the NFTs leaves the website/application (the “NFT Purchase License”). If you are a buyer of NFTs, then you acknowledge and agree that the NFT Purchase License set forth above only lasts as long as you are the valid owner and holder of the NFT associated with the licensed NFT Media. If you sell or transfer the NFT to another person, this NFT Purchase License will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such NFT Purchase License. Unless otherwise specified by the seller of an NFT in writing, your purchase of an NFT does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the NFT or its related NFT Media for any commercial purpose. If you sell an NFT, you agree that you will not have any claims against Company for any breach of these NFT Terms by a purchaser, including if they make commercial use of the related NFT Media in breach of these NFT Terms. We have the right to remove or refuse to post any of Your Content, including NFTs, (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these NFT Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the NFT Marketplace or the public, or could create liability for Company or other Users.
4. Fees and commissions
If you use the NFT Marketplace independently, without involving the administration of the NFT Marketplace, the following conditions of fees and commissions (standard conditions) apply:
- The NFT Marketplace will charge a 2.5% processing fee (The Marketplace Fee) of the NFT price at first purchase (the Primary Sale Price) and all subsequent sales of the NFT on the NFT Marketplace (the Secondary Sale Price).
- For primary sales, the remaining 97.5% of the Primary Sale Price (the Primary Royalty) will be distributed to the Toolmaker and the Creators of the NFT (the Original Creators)
- Endlesss Ltd will receive 10% of the Primary Royalty (The Toolmaker royalty).
- The members of the “Collectible Jam” in which the NFT media was created will receive an equal portion of the remaining 90% of the Primary Royalty (The Creator Royalty).
- For secondary sales, the remaining 97.5% of the Secondary Sale Price (the Secondary Royalty) will be distributed to the Seller and the Original Creators
- The seller of the NFT will receive 90% of the Secondary Royalty The Original Creators will receive 10% of the Secondary Royalty
- The seller of the NFT will receive 90% of the Secondary Royalty The Original Creators will receive 10% of the Secondary Royalty
- In addition to the commissions of the NFT Marketplace, the blockchain used by the market as an infrastructure requires the cost of executing smart contracts - for creating, storing and selling of NFTs. These costs may be paid by the User additionally at the time of the action.
5. Copyright Policy
Company may, but is not obligated to, monitor the NFTs, NFT Media and Your Content uploaded to the NFT Marketplace for any infringement of a third party’s intellectual property rights. However, Company cannot undertake to review all such content before it is posted on the Service, and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, Company assume no liability for any action regarding transmissions, communications, or content provided by any user or third party. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to us, by providing the following information in writing: identification of the copyrighted work that is claimed to be infringed; identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the NFT Marketplace; information for our copyright agent to contact you, such as an address, telephone number and e-mail address; a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. Notices of copyright infringement claims should be sent by mail to: firstname.lastname@example.org. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of Users who repeatedly infringe copyrights or intellectual property rights of others. Any User of the NFT Marketplace who has uploaded or posted materials identified as infringing as described above may supply a counter-notification. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth: your name, address, telephone number, e-mail address and physical or electronic signature; identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; and a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
6. Verification and Payment
When you make purchases through the NFT Marketplace, including, without limitation, any purchase for NFTs, you must provide and maintain a valid NEAR Wallet Account. You represent and warrant that you are authorized to use the NEAR Wallet you use via the NFT Marketplace to make any purchase. You authorize us to charge your NEAR Wallet for the total amount of your purchase price. Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. Other payments terms for purchases are set forth in the relevant sections of the NEAR Wallet Terms. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the NFT Marketplace, or any other payment or transactions that you conduct via the NFT Marketplace. We do not provide refunds for any purchases that you might make on or through the NFT Marketplace – whether for NFTs or anything else. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the NFT Marketplace or NFTs, except for income taxes levied on us as a result of such purchases of NFTs. NFT Marketplace will charge a 2.5% processing fee of the purchase price for each sale of the NFT on the Platform.
7. Assumption of Risks
Any purchase or sale you make, accept or facilitate outside of the NFT Marketplace of an NFT will be entirely at your risk. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. We do not control or endorse purchases or sales of NFTs outside of the NFT Marketplace. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Marketplace. Certain parts of the NFT Marketplace may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”). By using the NFT Marketplace, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or for any other materials, products, or services of third parties.
8. Governing Law and Dispute Resolution
These NFT Terms, your access to and use of the NFT Marketplace and Your Content, NFT Medias shall be governed by and construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules or principles of Switzerland, or any other jurisdiction that would cause the application of the laws of any other jurisdiction. You and Company agree that any dispute, controversy or claim which may arise between us out of or in connection with these NFT Terms or the entering into force, conclusion, alteration, execution, breach, termination or validity thereof, your access to and use of the NFT Marketplace, Your Content, NFT Medias shall be settled by mandatory binding arbitration, rather than in court. An arbitral award shall be final for the parties. The language to be used in the arbitral proceedings shall be English.
General questions or comments about the NFT Marketplace or these NFT Terms should be sent either by e-mail to email@example.com