Terms of Service

Effective: FEBRUARY 21, 2023

WELCOME!

Welcome to MakersPlace! We are a premier digital art marketplace. MakersPlace provides a online marketplace and service that allows you (the "User(s)," "Artist(s)," "Collector(s)," "Creator(s)," "Curator(s)," or "Owner(s)," and collectively with others using the Site – "Users") to create, sell and purchase works of art by a variety of means, including via auction, located at www.makersplace.com ("Site" or "Platform"). In order to ensure everyone has a fair, equitable, and fulfilling experience, Our marketplace and services are subject to the following Terms of Service ("Terms," "Terms of Use," or "Agreement"). By signing up for an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to these Terms. The Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Platform are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by the User.

MAKERSPLACE IS AN ART MARKETPLACE. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. WE DO NOT PROVIDE ANY FINANCINAL ADVICE. MAKERSPLACE FACILITATES TRANSACTIONS BETWEEN A BUYER AND SELLER OF ART ONLY; MAKERSPLACE IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF ART OR BETWEEN ANY USERS.

THIS TERMS OF USE AGREEMENT ("AGREEMENT") IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY. WE WANT TO LET YOU KNOW THAT THIS AGREEMENT INCLUDES AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. YOU HAVE THE OPTION TO OPT OUT OF THE BINDING ARBITRATION AGREEMENT, SUBJECT TO CERTAIN NOTICE REQUIREMENTS.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Platform user interface, in an email notification, or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site and any changes concerning payment will be effective immediately. Your continued use of the Site and after the date any such changes become effective constitutes your acceptance of the new Agreement.

1. WHO ARE WE?

MakersPlace is an online art platform for Users to sell, purchase, list for auction, make offers on, bid on, and collect artwork, including Digital Artwork (as defined below). Some Digital Artwork may be offered for sale with a corresponding physical artwork. This is sometimes referred to as a "Phygital." There may be times where a Digital Artwork may be offered for sale with other features, such as an artist meet and greet which may be referred to as "Unlockables."

MakersPlace is an art marketplace only. MakersPlace does not offer, market, or sell financial instruments. We are not a broker, financial institution, financial advisor, or creditor. We do not provide any financial information or advice. MakersPlace facilitates transactions between a buyer and seller of art. MakersPlace is not a party to any agreement between the buyer and seller of art or between any Users.

No information or statements available on or in connection with www.makersplace.com should be regarded as a suggestion to engage in or refrain from any investment-related course of action as MakersPlace and its affiliates are not undertaking to provide investment or financial advice. Such information or statements provided by MakersPlace do NOT constitute any guarantee of future performance and undue reliance should not be placed on them. Purchasing non-fungible tokens necessarily involves known and unknown risks and uncertainties, which may cause actual performance and financial results to differ materially from any projections of future performance or result expressed or implied by information or statements contained herein.

Digital Artwork

Digital Artwork refers to a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain ("Smart Contracts"). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Digital Artwork transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain and therefore is outside of the control of any one party, including MakersPlace, and is subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, the Ethereum network, the smart contracts on which Collections (as defined below) are based ("Collection Smart Contracts"), your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction on the Site.

Making Offers

Users can make offers on all listed Digital Artwork listed on the Site. Offers on the Site are legally binding, revocable offers to purchase the Digital Artwork capable of immediate acceptance by the Owner of the Item. By making an offer, the Collector agrees to temporarily send and lose control over an amount of offered payment (either in USD or ETH) to a Smart Contract. The Smart Contract is configured to hold the offered payment until either the offer is accepted by the Owner of the Digital Artwork, a higher offer is received, or the offer is revoked. The Owner of the Digital Artwork has the unilateral authority to accept the bid.

Any participation in an Auction, rather than buy-it now, is also subject to the rules available on this page, Auction Rules.

2. PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and share information about you.

3. ACCOUNT REGISTRATION

If you wish to bid on and/or purchase Digital Artwork, you will need to register for an account on the Site ("Account"). By creating an Account, you agree to (a) provide accurate, current and complete Account information about yourself, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Site, or your Account. MakersPlace will block multiple accounts of the same user. Also, you agree that you will not:

create another account if we've disabled one you had unless you have our written permission first;
buy, sell, rent or lease access to your Account or username unless you have our written permission first;
share your Account password with anyone;
log in or try to log in to access the Site through unauthorized third party applications or clients.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of MakersPlace.

By using the Site, You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

Username Squatting

MakersPlace prohibits username squatting and the practice of reserving usernames for future use, especially where there is a likelihood that the username may confuse or mislead others. Users violating this name squatting policy may be removed or renamed without notice. Attempts to sell, buy or solicit other forms of payment in exchange for usernames are prohibited and may result in permanent account suspension.

Inactive Users

MakersPlace prohibits reserving inactive accounts for future use. MakersPlace has the absolute authority to delete or modify inactive users. Users that have not conducted any transactions on the MakersPlace Marketplace collected any MakersPlace Items, or initiated any transaction on the Ethereum blockchain for six (6) months may be deleted without notice.

4. COMMUNICATION PREFERENCES

MakersPlace may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism, or for know-your-client requirements. As part of MakersPlace's efforts to maintain a safe Site and adhere to any applicable legal regulation, statute, or law, MakersPlace may also require you to provide additional information and documents in cases where it has reasons to believe that:

Your Account is being used for money laundering or for any other illegal activity;
You have concealed or reported false identification information and other details;
Your account has been associated with fraud or illegal activity;
There is reasonable suspicion by use that the person logged into your account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes; or
Transactions effected via your Account were effected in breach of this Agreement.

In such cases, MakersPlace in its sole discretion, may pause or cancel your transactions until such additional information and documents are reviewed by MakersPlace and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, MakersPlace may refuse to provide the Content (defined below) to you. By creating an Account, you also consent to receive electronic communications from MakersPlace (e.g., via email or by posting notices to the Site). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

You must provide all equipment and software necessary to connect to the Site and services, including but not limited to, a mobile device that is suitable to connect with and use Site and services, in cases where the Site offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Site or services.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site ("Feedback"). You may submit Feedback by emailing us at [email protected] or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

5. OWNERSHIP

Unless otherwise indicated in writing by us, content and other materials contained therein, including, without limitation, the MakersPlace logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content"), the Site, and any Digital Artwork are the proprietary property of MakersPlace or our affiliates, licensors or users, as applicable.

Notwithstanding anything to the contrary in this Agreement, the Site and Content may include software components provided by MakersPlace or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

The MakersPlace logo and any MakersPlace product or service names, logos or slogans that may appear on the Site or Service are trademarks of MakersPlace or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Content. You may not use any metatags or other "hidden text" utilizing "MakersPlace" or any other name, trademark or product or service name of MakersPlace or our affiliates without our prior written permission. In addition, the look and feel of the Site and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of MakersPlace and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and MakersPlace names or logos mentioned on the Site are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by MakersPlace.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by MakersPlace or its licensors, except for the licenses and rights expressly granted in these Terms.

6. License to Access and Use Our Site and Content; License to Digital Artwork

You are hereby granted a limited, nonexclusive, nontransferable, revocable, nonsublicensable license to access and use the Site and Content. However, such license is subject to this Agreement and does not include any right to (a) sell, resell or use commercially the Site or Contents, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Site or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Site or Content, except as expressly permitted by us, and (f) use the Site or Content other than for their intended purposes.

For Creator(s): MakersPlace does not claim ownership of your User Materials or your Digital Artwork. When you upload content to the Site, including any Digital Artwork, you are and remain the owner of your User Materials and your Digital Artwork. However, when you create, upload, send, receive, post, publish or store your User Materials, such as text, photos, audio, visual works, video or other materials and information ("User Materials"), on, through or in the Site, you represent that (a) you either are the sole and exclusive owner of all User Materials that you make available on or through the Site; (b) you have all rights, licenses, consents and releases that are necessary to grant to MakersPlace the rights in and to such User Materials, as contemplated under these Terms, including without limitation, that you have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Materials (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Materials; (c) neither the User Materials nor your posting, uploading, publication, submission or transmittal of the User Materials or MakersPlace's use of the User Materials (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Materials and your Digital Artwork on, in or through the Site, you grant to MakersPlace a non-exclusive, worldwide, assignable, sublicensable (through multiple tiers), perpetual, fully paid up, and royalty-free license to such User Materials to access, use, store, host, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise distribute such User Materials solely for the purpose of providing and/or promoting the Site and, featuring your User Materials and your Digital Artwork within our Site and promoting it through our marketing ecosystem. To the extent applicable and permissible by law, you hereby waive any and all claims that you may now or hereafter have in any jurisdiction to so-called "moral rights" or right of "droit moral" with respect to any of your User Materials. You may request to remove your User Materials in accordance with our Privacy Policy, which is hereby incorporated by reference. The rights granted in this section will survive the termination or expiration of this Agreement.

Purchaser(s)/Collector(s): The Digital Artwork you purchased is a limited-edition digital creation. Collectors receive a cryptographic token representing the Creator's Digital Artwork as a piece of property, but the Collector may not own the creative work itself. Collectors may display and share the Digital Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Digital Assets, except the limited license to the Digital Artwork granted by these Terms. Upon collecting Digital Artwork, Collectors receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Digital Assets legally owned and properly obtained by the Collector for non-commercial purposes.

The Collector's limited license to display the Digital Artwork, includes, but is not limited to, the right to display the Digital Artwork privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase, ownership, or interest, (ii) for the purpose of sharing, promoting, discussing, or commenting on the Digital Artwork; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments.

Collectors have the right to sell, trade, transfer, or use their Digital Artwork, but Collectors may not make "commercial use" of the Digital Artwork.

The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creator's express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Digital Artwork which would be prejudicial to the Creator's honor or reputation; (ii) use the Digital Artwork to advertise, market, or sell any third party product or service; (iii) use the Digital Artwork in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Digital Artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector's personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Assets, whether on or off of the MakersPlace Platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Assets; or (ix) otherwise utilize the Digital Artwork for the Collector's or any third party's commercial benefit.

Collectors irrevocably release, acquit, and forever discharge MakersPlace's and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for MakersPlace's use of a Digital Artwork in accordance with these Terms.

MakersPlace has the right to remove or refuse to post any User Materials, including Digital Artwork, (a) for any or no reason in our sole discretion; (b) take any action with respect to any User Materials that we deem necessary or appropriate in our sole discretion, including if we believe that such User Materials violates the Terms of Use, infringes any intellectual property right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for MakersPlace; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and (e) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS MAKERSPLACE AND ITS AFFILIATES, LICENSORS, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

You understand and agree that We have the right to terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms. MakersPlace shall have the right, but not the obligation, to monitor the content of the offerings, to determine compliance with these Terms and any operating rules established by MakersPlace and to satisfy any law, regulation or authorized government request. MakersPlace shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Offerings. Without limiting the foregoing, MakersPlace shall have the right to remove any material that MakersPlace, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. However, we cannot undertake to review all User Materials before it is posted on the Site and cannot ensure prompt removal of objectionable User Material after it has been posted. Accordingly, we assume no liability for any action regarding transmissions, communications, or content provided by any user or third party.

7. USER CONDUCT

Restrictions
When using the Site, no User is allowed to:

Violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity;
Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
Use the Digital Artwork in any way that is contrary to your grant of rights in the Digital Artwork;
Provide false or misleading information to MakersPlace;
Create or list counterfeit items or assets;
Use or attempt to use another user's Account without authorization from such user and MakersPlace;
Use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site, or that could damage, disable, overburden or impair the functioning of the Site in any manner;
Reverse engineer any aspect of the Site, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area or code of the Site, including without limitation using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
Use data collected from our Site to contact individuals, companies, or other persons or entities, including without limitation for any direct marketing activities;
Manipulate the price of any item (e.g., Digital Artwork) in any sale, including without limitation, engaging in any coercive, deceptive, and/or manipulative behavior concerning a sale, including using coercive, deceptive, and/or manipulative bidding tactics, or interfere with any other user's sale, listing, or profile;
Defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;
Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes, viruses or any other technologies that may harm MakersPlace or the interests or property of users;
Solicit personal information from anyone under the age of 18;
Use the Site or Ethereum Platform to carry out or promote any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Ethereum Platform, or the Site; and
Access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services

Promotional Activity

If you use the Platform to communicate or administer sweepstakes, contests, and other promotions (each, a "Promotion"), you are solely responsible for complying with, and will ensure that your Promotion, including its rules, terms, and requirements ("Promotion Rules"), complies with all applicable laws and regulations and these Terms. The Promotion Rules must contain, at a minimum, a set of official rules that are consistent with these Terms and that include (i) a complete release of MakersPlace by each participant of such Promotion, and (ii) an acknowledgement stating that the Promotion is not sponsored, endorsed, administered by, or otherwise associated with MakersPlace or our Affiliates (as defined below). You agree that your Promotion will be fully conducted in accordance with the Promotion Rules. MakersPlace will not assist you with the administration or operation of your Promotion, or provide you with any advice in connection therewith. You assume all risk associated with your use of the Platform to administer your Promotion. MakersPlace reserves the right, at its sole discretion, to restrict, limit, or deny any Promotions and associated sales or auctions for any reason, at any time.

Perks

If you sell, promise, administer, or otherwise provide special perks, physical artworks, discounts, coupons, experiences, or opportunities ("Perks") in connection with your sale or auction of Digital Artwork on the Platform, you are solely responsible for complying with, and will ensure that your Perks comply with, all applicable laws and regulations and these Terms. If you make a bid or offer for, or attempt to purchase or purchase, Digital Artwork associated with any Perks, you acknowledge that MakersPlace makes no guarantee, representation, warranty or recommendation and provides no investment or other advice in connection with any Perks or otherwise as a result of holding or owning the Digital Artwork associated with any Perks. Certain products that you bid on, purchase and/or download on or through the Platform may be subject to additional terms and conditions presented to you at the time of such bidding, purchase or download.

MakersPlace will not assist You with the administration, operation, redemption, exercise, enforcement or other use of Perks, or provide you with any advice in connection therewith. You assume all risk associated with Perks, including your use of the Platform in connection with Perks. MakersPlace reserves the right, at its sole discretion, to restrict, limit, or deny any Digital Artwork sales or auctions associated with Perks for any reason, at any time.

Users Agree to the Automated Collection and Disbursement of Fees by the Smart Contracts

The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network. By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on the Platform. The User hereby consents to and agrees to be bound by the Smart Contracts' execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.

Consent to Automated Royalties

The User consents to the automated collection and disbursement to Artists of royalties for Secondary Market sales of Digital Artwork. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in royalty to a Digital Artwork.

MakersPlace Makes No Representations on Price or Value

Users acknowledge and consent to the risk that the price of an Item purchased on the MakersPlace marketplace may have been influenced by User activity outside of the control of MakersPlace or the Site. MakersPlace does not represent, guarantee, or warrant the accuracy or fairness of the price of any Digital Artwork sold or offered for sale on or off of the Marketplace. The User agrees and acknowledges that MakersPlace is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of Digital Artwork or to police User behavior on the Site.

8. ASSUMPTION OF RISK

You accept and acknowledge:

The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Digital Artwork, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Digital Artwork will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Digital Artwork transactions. Neither MakersPlace nor any other MakersPlace Party is responsible for determining the taxes that apply to Digital Artwork transactions.
Our Site does not store, send, or receive Digital Artwork. This is because Digital Artwork exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of Digital Artwork occurs within the supporting blockchain and not on this Site.
There are risks associated with blockchain technology, including without limitation any hard forks created with Ethereum after the "Merge," which is where Ethereum will move from a Proof-of-Work ("PoW") consensus mechanism to Proof-of-Stake ("PoS"). MakersPlace will only support Digital Artwork that reside on Ethereum's PoS blockchain. Thus, for example, if a fork or other event purports to result in duplicate NFTs, only the non-fungible token recorded on the blockchain designated by MakersPlace will be eligible to receive the benefits of this Agreement. Any license purportedly granted under this Agreement to the owner of a Digital Artwork recorded on a blockchain not designated by MakersPlace is void ab initio. You accept and acknowledge that MakersPlace will not be responsible for any transfer or duplicate Digital Artwork on any chain other than Ethereum's PoS blockchain.
There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that MakersPlace will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Digital Artwork, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Ethereum Ecosystem and therefore the potential utility or value of Digital Artwork.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Auction and/or Site and the utility of Digital Artwork.
The Site will rely on third-party platforms such as MetaMask to perform the transactions for the Auction of Digital Artwork. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Site will suffer.
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in the Site or Auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the Site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Site, and in initiating Ethereum-based transactions.

9. Third-Party Content Policy & ComplianCE Procedures

Third-Party Content Policy. As a matter of policy, we do not tolerate any User Materials posted to the Site that, in our sole discretion: infringes intellectual property rights; violates United States law; constitutes child pornography; or is obscene or defamatory. We intend to, in good faith, remove, disable or restrict access to, or the availability of, User Materials that, in our sole discretion, we deem infringing, racist, obscene, obscene as to minors, child pornography, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable. The provisions of this section are intended to implement this policy but are not intended to impose a contractual obligation on us to undertake or refrain from any particular course of conduct.

Third-Party Content Complaints. If you believe that someone has posted User Materials that violates this policy (other than in cases of copyright infringement, which is addressed separately below), we ask you to promptly notify us by email at the following address: [email protected] You must use this address if you want to ensure that your complaint is actually received by the appropriate person charged with investigating alleged policy violations.

In order to allow us to respond effectively, please provide us with as much detail as possible, including: (1) the nature of the right infringed or violated (including the registration numbers of any registered trademarks or patents allegedly infringed); (2) all facts which lead you to believe that a right has been violated or infringed; (3) the precise location where the offending User Materials can be found; (4) any grounds to believe that the person who posted the User Materials was not authorized to do so or did not have a valid defense (including the defense of fair use); and (5) if known, the identity of the person or persons who posted the infringing or offending User Materials.

By lodging a complaint, you agree that the substance of your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of Delaware. In addition, you agree, at your own expense, to defend and indemnify us and hold us harmless against all claims which may be asserted against us, and all losses incurred, as a result of your complaint and/or our response to it.

We expect visitors to take responsibility for their own actions and cannot assume liability for any acts of third-parties which take place on the MakersPlace site. You waive any and all claims or remedies that you might otherwise be able to assert against us under any theory of law (including, without limitation, intellectual property laws) that arise out of or relate in any way to the User Materials at the site or our response, or failure to respond, to a complaint.

You agree that we have the right (but not the obligation) to investigate any complaint received. By reserving this right, we do not undertake any responsibility in fact to investigate complaints or to remove, disable or restrict access to or the availability of User Materials. We support free speech on the Internet and therefore will not act on complaints that we believe, in our subjective judgment, to be deficient. If you believe that User Materials remain on the site that violate your rights, your sole remedy shall be against the person(s) responsible for posting or storing it, not against us.

Digital Millennium Copyright Act ("DMCA") Compliance. Pursuant to Title II of the DMCA, all claims alleging copyright infringement for material that you believe to be residing on the site, system or network should be promptly sent in the form of written notice to our designated agent:

MakersPlace
c/o Designated Agent for DMCA Notices
548 Market Street, PMB 87807
San Francisco, CA 94104
Email: [email protected]

(the "DMCA Agent"). You may not send other notices or communications to the DMCA Agent, who is appointed solely for the purpose of receiving notices of claims alleging copyright infringement under the DMCA.

Filing a DMCA Notice. Specific requirements for proper notification of claimed infringement are set forth in the DMCA (see 17 U.S.C. § 512(c)(3)). Valid notification must be a written communication that includes all of the following elements:

a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner;
a clear identification of the copyrighted work that is claimed to be infringing;
Identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address);
A statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly being infringed.

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Any person who knowingly materially misrepresents that Content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys' fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Filing a DMCA Counter-Notification. If a notice of alleged copyright infringement under the DMCA has been wrongly filed against you, you may submit a counter-notification to our DMCA Agent. Specific requirements for a proper counter-notification are set forth in the DMCA (see 17 U.S.C. § 512(g)(3)). A valid counter-notification must be a written communication that includes all of the following elements:

The User's name, address, telephone number, and email address;
A 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;
The following statement: "I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled"; and
A statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside of the U.S., for any judicial district in which the service provider may be found, and that you will accept service of process from the complainant.

Upon receipt of a valid counter-notification, we will forward it to the original complainant who submitted the DMCA notice alleging copyright infringement. The original complainant will then have ten days to notify us that it has filed a lawsuit relating to the allegedly infringing material otherwise we will restore the removed material or cease disabling access to it.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys' fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Removal of Content: As discussed throughout this Agreement, MakersPlace reserves the right to remove any Content or Digital Artwork that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the Work on the Site and restricting the ability to sell, access, or view the Digital Artwork on the Marketplace. All transactions involving MakersPlace are conducted with the knowledge and assumption of the risk that the Digital Artwork may subsequently be removed from the Site as a consequence of a DMCA dispute or a User's violation of these Terms. MakersPlace shall not be liable to a Collector or Creator of a Digital Artwork that was subsequently taken down by MakersPlace pursuant to a valid DMCA Take-Down Notice or a determination of a User's violation of these Terms.

Repeat Infringer Policy. In accordance with the DMCA and other applicable law, MakersPlace has adopted a policy of terminating, in appropriate circumstances and at MakersPlace's sole discretion, Users who are deemed to be repeat infringers. MakersPlace may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Cooperation with MakersPlace in Connection with DMCA Takedown: Creators expressly agree to refund to the Collector and/or MakersPlace the entire portion of Fees received from the sale of a Digital Artwork that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counter notification. MakersPlace will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

Creators, Collectors, and all Users expressly agree to cooperate and timely respond to MakersPlace's investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.

10. FEES

On successful sales, MakersPlace takes a 15% commission on all purchases on the primary market and additionally a credit card transaction fee for purchases done through credit card. MakersPlace takes a 2.5% commission on all purchases on the secondary market and additionally a credit card transaction fee for purchases done through credit card. You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network. You further agree and understand that all sales are final, whether purchased in Ether or through credit card.

ALL PURCHASES AND/OR TRANSACTIONS INITIATED THROUGH OUR SITE ARE FACILITATED AND RUN BY THIRD-PARTIES, INCLUDING METAMASK AND STRIPE, AND BY USING OUR SERVICES YOU AGREE THAT YOU ARE GOVERNED BY THEIR TERMS OF SERVICE (https://metamask.io/terms.html and https://stripe.com/legal) AND PRIVACY POLICY (https://metamask.io/privacy.html and https://stripe.com/privacy). ALL SALES ARE FINAL.

MakersPlace does not generally collect any fees, commissions, or royalties for transactions occurring outside of MakersPlace. Users irrevocably release, acquit, and forever discharge MakersPlace and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market transaction.

All transactions on MakersPlace, including without limitation, minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on various blockchain networks including, but not limited to Ethereum. The Ethereum network requires the payment of a transaction fee (a "Gas fee") for every transaction that occurs on the Ethereum network, and thus every transaction occurring on MakersPlace. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of MakersPlace. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on MakersPlace be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

The User consents to the automated collection and disbursement to Creator(s) of royalties for Secondary Market sales of MakersPlace Items. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in royalty to a MakersPlace Artist.

Users acknowledge and consent to the risk that the price of an Item purchased on the MakersPlace marketplace may have been influenced by User activity outside of the control of MakersPlace or the Site. MakersPlace does not represent, guarantee, or warrant the accuracy or fairness of the price of any Digital Artwork sold or offered for sale on or off of the Site. The User agrees and acknowledges that MakersPlace is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of Digital Artwork or to police User behavior on the Marketplace.

Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of MakersPlace (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any Assets).

11. HYPERLINKS

You are granted a limited, nonexclusive, revocable, nontransferable, nonsublicensable right to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray MakersPlace or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of MakersPlace to link to the Site or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any MakersPlace trademark, logo or other proprietary information, including the images found on the Site, the content of any text or the layout or design of any page, or form contained on a page, on the Site without our express written consent.

12. THIRD PARTY SERVICES

The Site may contain links to third-party websites ("Third-Party Websites") and applications ("Third-Party Applications"). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left our Site and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications and are not under the control of MakersPlace. MakersPlace is not responsible for any Third-Party Websites or Third-Party Applications. MakersPlace provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Site, our Agreement and policies no longer govern. You should review applicable agreement and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

13. INDEMNIFICATION

With respect to the users who use or visit the Site and/or purchase Digital Artwork on the Site, to the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless MakersPlace, and our respective past, present and future employees, officers, directors, licensors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "MakersPlace Parties"), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, Content or Digital Artwork, (b) any Feedback you provide, (c) your violation of this Agreement, and (d) your violation of the rights of a third party, including another user or MetaMask. You agree to promptly notify MakersPlace of any third party Claims and cooperate with the MakersPlace Parties in defending such Claims. You further agree that the MakersPlace Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND MAKERSPLACE.

14. DISCLAIMERS AND ASSUMPTION OF RISK

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY MAKERSPLACE, THE SITE, CONTENT CONTAINED THEREIN, AND DIGITAL ARTWORK LISTED THERIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. MAKERSPLACE (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE: A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. MAKERSPLACE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, CONTENT CONTAINED THEREIN. MAKERSPLACE DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. WHILE MAKERSPLACE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND CONTENT SAFE, MAKERSPLACE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, ANY DIGITAL ARTWORK LISTED ON OUR SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE DIGITAL ARTWORK OF INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR DIGITAL ARTWORK.

DIGITAL ARTWORK ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT MAKERSPLACE OR ANY MAKERSPLACE PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ARTWORK.

YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.

MAKERSPLACE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 or ERC-721 standards, including the MakersPlace ecosystem.

Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

15. Limitation of Liability; Release

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MAKERSPLACE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF MAKERSPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF MAKERSPLACE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, CONTENT, DIGITAL ARTWORK, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY MAKERSPLACE FROM THE SALE OF DIGITAL ARTWORK THAT ARE THE SUBJECT OF THE CLAIM.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF MAKERSPLACE FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF MAKERSPLACE'S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF MAKERSPLACE'S FRAUD OR FRAUDULENT MISREPRESENTATION.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

16. User Acknowledges Financial Risk of Digital Assets

Use of the Site, including the creating, buying, or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Site are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether creating, buying, or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Site, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Site or any underlying digital asset. You accept all consequences of using the Site, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with the use of the Site for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Site be deemed to create a relationship that includes the provision or tendering of investment advice.

17. Modifications to the Site

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Sites (or any features or parts thereof) or suspend or discontinue the Auction at any time and without liability therefor.

18. Dispute Resolution; Arbitration

Please read the following arbitration agreement in this Section ("Arbitration Agreement") carefully. It requires you to arbitrate disputes with MakersPlace and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any products sold or distributed through the Site, or to any aspect of your relationship with MakersPlace will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or MakersPlace may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS's filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, MakersPlace will pay them for you. In addition, MakersPlace will reimburse all such JAMS's filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MakersPlace. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND MAKERSPLACE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MakersPlace are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of Delaware. All other claims shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Onchain Labs, Inc, 1150 Folsom St, #8, San Francisco, CA, 94103, within 30 days after first becoming subject to this Arbitration Agreement. You may also submit your decision to [email protected]. Your notice must include your name and address, the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with MakersPlace.

Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if MakersPlace makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to MakersPlace at the following address: 1150 Folsom St, #8, San Francisco, CA, 94103.

19. Governing Law and Venue

This Agreement, your access to and use of the Site and Content, and your participation in the Auction shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Delaware, and the United States, respectively, sitting in the State of Delaware.

20. TERMINATION

You agree that MakersPlace, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Site and remove and discard any content within the Site, for any reason, including, without limitation, for lack of use or if MakersPlace believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Site, may be referred to appropriate law enforcement authorities. MakersPlace may also, in its sole discretion and at any time, discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that MakersPlace may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that MakersPlace will not be liable to you or any third party for any termination of your access to the Site.

21. SEVERABILITY

If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.

22. SURVIVAL

You agree and understand that all provisions of these Terms of Use shall survive the termination or expiration of these Terms of Use.

23. Miscellaneous

This Agreement along with the Auction Rules constitutes the entire agreement between you and MakersPlace relating to your access to and use of the Sites and Content, and your participation in the Auction. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of MakersPlace prior, concurrent or subsequent circumstance, and MakersPlace's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.