These Terms and Conditions (“Terms“) are entered into between you (“user“, “you” or “your“) and Buzzmint Limited (“Buzzmint“, “we“, “us” or “our“) and govern your access to and use of the Buzzmint website(s) (available at [www.buzzmint.io]) (our “Site”), which enables you to view, explore and create non-fungible tokens (“NFTs”) and use our tools and features to purchase, sell, list for auction, make offers and bid on NFTs on public blockchains.

If you use the Site on behalf of a company or other entity then “you” includes you and that entity and you represent and warrant that: (a) you are an authorised representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

It is your responsibility to read these Terms together with the provisions set forth in our Privacy Notice carefully before using the Site. By accessing, registering on, using or clicking on information made available on the Site, you agree that you have read, understood, accepted and agree to be bound by these Terms when using the Site.

We reserve the right to modify or amend these Terms, the Site or any content on the Site from time to time, including for security, legal or regulatory reasons, to reflect updates or changes to the service or functionality of the Site. When we make changes, we will make the updated Terms available on the Site and update the “Last revised” date at the beginning of these Terms accordingly. You are advised to check these Terms periodically for changes. Changes are binding on all users of the Site and will take effect immediately from the posting of the revised terms on the Site. You agree to be bound by such variation and your continued use of the Site shall constitute your acceptance of such variation.

2. Your Account

 

Creating an Account

You will need to apply for a Buzzmint account in order to use the Site (“Account”). Your Account will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). Transactions that taken place on the Site are managed and confirmed via the public blockchain. You understand that your blockchain address will be made publicly visible whenever you engage in a transaction on the Site.

By creating an Account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. At our sole discretion and without liability to you, Buzzmint may refuse to open an account if your information has been verified to be outdated, incomplete or incorrect. You are solely responsible for the security of your Account and must ensure that your Account will not be used by another person. If you become aware of any of any unauthorised use of your password or of your Account with us, you must notify us immediately at info@buzzmint.io.

Account restrictions

By applying for an Account, you represent and warrant that:

• You are at least 18 years old, have full legal capacity and sufficient authorisation to enter into these Terms.

• [You are not a citizen or resident of any prohibited jurisdictions, and you do not have any relevant connection with any jurisdictions where we have prohibited access to our Site.]

• [You are not an entity incorporated in any of the prohibited jurisdictions and you do not have any relevant connection with any jurisdictions where we have prohibited access to our Site.]

• You have not been previously suspended or forbidden from using the Site.

• Your accessing or use of the Site shall not breach any applicable laws or regulations, including but not limited to the international AML and CFT regulations.

Buzzmint reserves the right to change, modify or impose additional restrictions at its discretion at any time.

3. Transactions

 

Purchasing NFTs (including by auction)

 

When purchasing (or, in the case of an auction, offering to purchase) an NFT on the Site, you agree that:

• You are responsible for reading the full NFT listing before making a bid or commitment to buy.
• Any bids made by you cannot be retracted.
• You will not engage in any deceptive conduct which may prevent competitive or fair bidding, artificially inflate or deflate the price, stimulate demand or any other anti-competitive bidding.
• You will not bid on your own NFT.
• You enter into a legally binding contract to purchase an NFT when you commit to buy an NFT, or if you have the winning bid (or your bid or offer is otherwise accepted).
• We do not provide any refunds for any purchases that you might make on or through the Site.
• You bear full responsibility for verifying the identity, legitimacy and authenticity of the NFTs that you purchase via the Site and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs)

on the Site.

• NFTs may be subject to terms directly between the buyers and sellers governing the use of that NFT (“NFT Terms”). Buzzmint is not a party to any such NFT Terms. You are solely responsible for reviewing the NFT Terms prior to purchase of an NFT and for compliance with its terms upon purchase.

 

Selling NFTs (including by auction)

 

When selling an NFT on the Site, you agree that:

• You will provide complete and accurate information in the relevant NFT’s listing.
• You are solely responsible for communicating and enforcing any applicable NFT Terms against the buyer.
• You will not relist any NFTs that have been removed by Buzzmint.
• You will not list any NFTs that infringe the rights (including, without limitation, the Intellectual Property Rights) of any third party. In these Terms, “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• You will not do anything that might compromise the safety or integrity of the Site, including the marketplace.

 

Storefront

The Site provides a customisable graphical user interface “Storefront” for SME or enterprise users, which can be linked to and accessed from third party websites in order to promote the sale, auction and distribution of NFTs to users of such websites. In no event shall Buzzmint be liable to you for any claims arising from such users in connection with their use of the Site including (without limitation) any transactions conducted by such users.

4. Use restrictions

 

By using the Site, you represent and warrant that:

 

• You will comply with the requirements of these Terms and all applicable laws and will not use the Site for any unlawful purpose.

• You will not upload any images, graphics, photographs, videos or content that Buzzmint deems (in its sole discretion) unlawful, offensive, fraudulent, abusive, malicious, threatening, defamatory, obscene or otherwise objectionable.

• You will not display any content on the Site that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights.

• You will not upload, post, transmit or otherwise make available through the Site any content that infringes the Intellectual Property Rights of any party.

• You will be responsible for keeping your credential information, including your username and password to your Account, secure.

• You will not abuse, harass, threaten, impersonate, or intimidate other users of the Site.

• You will not create user Accounts by automated means or under false or fraudulent pretences.

• You will not attempt to use another user’s Account without express authorisation from such user.

• You will not use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site.

• You will not copy, modify, adapt, translate, or reverse engineer any portion of the Site.

• You will not remove any copyright, trade mark or other proprietary rights notices contained in or on the Site or any part of it.

• You will be solely responsible for your conduct and any content that you submit, post, and display on the Site.

• You will not modify, adapt or hack the Site or modify another website so as to imply that it is associated with the Site falsely.

• You will not engage in, promote, or encourage illegal activity (including, without limitation, money laundering) via the Site.

• You will not crawl, scrape, or otherwise cache any content from the Site including but not limited to user profiles, images, graphics and photographs. You will agree not to use any automated data collection methods, data mining, robots, or scraping or any data gathering methods of any kind on the Site.

• You will not transmit any malware, worms, Trojan horses, corrupted files, hoaxes or viruses or any code of a destructive or deceptive nature to the Site.

• You will not use the Site for advertising or soliciting, for any other unauthorised commercial purpose, or to compete, either directly or indirectly with Buzzmint or any of our services.

• You will not sell or resell the services on the Site or attempt to circumvent any Fee (as defined below).

If Buzzmint has reasonable grounds to believe that you have engaged in any use of the Site in breach of this paragraph, Buzzmint may address such breach through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any government, law enforcement, or other authority, without providing any notice to you about any such report; and/or immediately suspending or terminating your access to the Site. Buzzmint may, at its sole and absolute discretion, take any action it deems appropriate to comply with applicable laws.

 

5. Payments

 

Transaction fee

 

Buzzmint requires the payment of a royalty fee (“Fee”) for every transaction that occurs on the Site. Your fee will be deducted any transaction that you conduct on the Site. Our Fees are as published on the Site and may be revised at any time at the sole discretion of Buzzmint. We will notify you of changes by email or via the Site. You will be treated as accepting any change to the rate of Fees unless you inform us you do not agree to the change. 

 

Taxes

You will be solely responsible to pay any sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) (collectively, “Taxes”) that apply to your transactions or are associated with your use of the Site (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of an NFT.

Withdrawals

Subject to these Terms, you can withdraw at any time, any amount showing as credit in your Account to a third party account of your choice, subject to you providing complete and accurate account details. We will not be liable for any loss of funds that results from inaccurate, incomplete, or misleading details that you may provide for such transfer. If the transfer account you specify is one to which we are unable to process transfers to, we will have no liability for any resulting failure or delay in processing your request to withdraw.

Every transfer request shall be deemed as pending until accepted by us. We may refuse such request, or delay the processing of an approved request for any reasonable reason, including but not limited to inaccurate or misleading information provided by you, or any doubt or suspicion of fraud, misrepresentation, a sanctioned transaction, money laundering, terrorism financing or other financial crime related to your Account or if requested to do so by a regulator, enforcement agency or regulatory body.

You acknowledge that any withdrawals may take up to 24 hours to appear in the receiving account.

 

 

6. Intellectual Property Rights

 

Buzzmint Materials

 

You acknowledge and agree that Buzzmint (or, as applicable, our licensors) owns all legal right, title and interest in and to the Site and all Intellectual Property Rights therein (including, without limitation, all rights in computer code, software, compilation of the content, and all other elements of the Site) (collectively, the “Buzzmint Materials”). Except as expressly set forth herein, your use of the Site does not grant you ownership of or any other rights with respect to any Buzzmint Materials that you may access on or through the Site. We reserve all rights in and to the Site and the Buzzmint Materials that are not expressly granted to you in these Terms. You may not use Buzzmint Materials without our prior written permission.

Without limiting the foregoing, you understand and agree that: (a) your purchase of an NFT via the Site does not give you any rights or licences in or to the Buzzmint Materials; (b) you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialise any elements of the Buzzmint Materials without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) you will not use or attempt to use, or register or apply for the registration of any Buzzmint trade marks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

NFTs

 

When you purchase an NFT, you own that NFT completely, except for any Intellectual Property Rights that the author or creator of the NFT may own or retain in the underlying work, content or assets represented by the NFT (“Works”). This means that you have the right to trade your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the corresponding blockchain: at no point will we seize, freeze or otherwise modify the ownership of any NFT unless we are required to do so by applicable law, court order, or on the request of any regulatory authority. 

The NFT Terms may provide a limited licence to use or display the Works for specific purposes such as promoting, sharing or commenting on the Works but you may not permitted to commercially exploit the Works. However, please refer to the applicable NFT Terms for more details.

 

Content

When creating, submitting, posting or displaying content on the Site, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid-up, tranferrable, sublicensable right to use, modify, copy, display and distribute any such content for our business purposes, including to provide, promote and improve the Site. Such content includes Works and any material connected to or associated with any NFTs that are displayed on the Site.

You represent and warrant that you have obtained, all rights, licences, consents or permissions necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on the Site. You represent and warrant that such content does not infringe any third party Intellectual Property Rights.

Takedown process

 

Buzzmint will respond promptly to any takedown notice or other claim that content on the Site infringes the Intellectual Property Rights of any person.

If you believe that your Intellectual Property Rights are being infringed via the Site, please submit written notice to us at info@buzzmint.io:

Your notice must include:

• Identification of the Intellectual Property Right that you claim is being infringed;
• Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location on the Site (i.e. URL);
• Your contact information, full legal name (not pseudonym or username) and email address;
• Your Account username; and
• Your physical or electronic signature (of your full legal name).

 

Feedback

You may choose to submit comments, bug reports, ideas or other feedback about the Site, including without limitation about how to improve the Site (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a worldwide, perpetual, irrevocable, fully-paid-up, transferrable, sublicensable, non-exclusive royalty-free licence to all rights necessary for us to incorporate and use your Feedback for any purpose.

 

 

7. Termination and suspension

 

You may terminate these Terms at any time by closing your Account and discontinuing your access to and use of the Site.

You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your Account and/or your access to or use of the Site. You agree that any suspension or termination of Account and/or your access to and use of the Site may be without prior notice, and that we will not be liable to you or to any third party for any damages or costs arising from such suspension or termination.

If we terminate these Terms or suspend or terminate your Account or your access to or use of the Site due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity.

Upon any termination of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Site or that is related to your Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

In the event that your closed Account has an outstanding balance in credit, you will be entitled to recover the relevant balance in accordance with the ‘Withdrawal’ paragraph above.

Any of your ongoing obligations under these Terms, and the provisions regarding: (i) Intellectual Property Rights, (ii) Disclaimers, (iii) Limitation of liability, (iv) Indemnification and (v) any other provisions intended to survive, will survive any termination of the Terms for any reason.

8. Limitation of liability

You acknowledge and agree that your access to and use of the Site is at your sole risk, and that the Site is provided “as is” and “as available” without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we and our licensors make no express warranties and hereby disclaim all implied warranties regarding the Site and any part of it, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we and our licensors do not represent or warrant to you that: (i) your access to or use of the Site will meet your requirements, (ii) your access to or use of the Site will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the Site will be accurate, (iv) the Site or any content or features made available on or through the Site are free of viruses or other harmful components, (v) that any data that you disclose when you use the Site will be secure, or (vi) that the contents of the Site does not infringe the rights of any third party.

We will not be responsible or liable to you for any losses you incur as the result of your use of the Site, including but not limited to any losses, damages or claims arising from: (i) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions, (ii) server failure or data loss, (iii) corrupted wallet files, or (iv) unauthorised 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 Site.

You acknowledge and agree that Buzzmint’s total, aggregate liability to you for any and all claims arising out of or relating to these Terms or your access to or use of (or your inability to access or use) the Site, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of: (i) the amounts you actually paid us under these Terms in the 12 month period immediately preceding the event giving rise to the claim for liability, or (ii) £100.

You acknowledge and agree that in no event shall Buzzmint or its licensors be liable to you for any indirect, incidental, special, consequential, punitive or exemplary damages which you may incur, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of revenue, loss of goodwill or business reputation, loss of data, or cost of procurement of substitute goods or services, even if we have been advised of the possibility of such damages, and whether arising under contract, tort or otherwise.

9.Indemnification

 

You undertake to fully indemnify and hold harmless Buzzmint and each of its affiliates, contractors and licensors, and each of their respective shareholders, officers, directors, employees and agents, and their respective successors and assigns, promptly upon demand at any time from and against any and all losses, claims, actions, proceedings, damages, demands, judgements, sums, liabilities, damages, costs, charges and expenses (including but not limited to any reasonable legal fees and penalties imposed by any regulatory authority) arising out of or related to: (i) your breach of these Terms, (ii) your misuse of the Site, content, NFTs, Works or content connect to or associated with any NFTs, (iii) your breach of applicable laws, rules or regulations in connection with your access to or use of the Site, or (iv) your infringement of any third party’s Intellectual Property Rights. Buzzmint shall have the right, in its sole discretion, to control any action or proceedings and to determine whether Buzzmint wishes to proceed, or settle, and if so, on what terms or provisions.

10. Assumption of risk

You acknowledge and accept each of the following:

• The prices of blockchain assets, including NFTs, are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of NFT will not lose money.

• You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. Buzzmint is not responsible for determining the taxes that apply to your transactions on the Site.

• You bear full responsibility for: (i) verifying the authenticity, legitimacy, identity, and other details about any NFT, collection, or account that you view or otherwise interact with in conjunction with our Site, and (ii) for the outcome of any transaction that you initiate on the Site. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Site.

• The Site does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the supporting blockchain. Any transfer of NFTs occurs within the supporting blockchain and not on the Site. Notwithstanding that a transaction is facilitated by the Site, you acknowledge that Buzzmint cannot control the transfer of title or right in any NFTs or underlying or associated content or items. Buzzmint will not be liable for any loss or liability arising due to any vulnerability, failure or issue with any software or blockchain supporting the NFTs.

• 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 unauthorised access to information stored within your electronic wallet. You accept and acknowledge that Buzzmint will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Site, however caused.

• You accept the inherent security risks of providing information and dealing online over the internet. Buzzmint will not be liable for any breach of security unless it is due to our gross negligence.

• Buzzmint makes no representations or warranties about content visible on the Site, including any content associated with NFTs displayed on the Site.

• Buzzmint shall not be liable for your purchase of any counterfeit items, mislabelled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.

• A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.

• The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Buzzmint marketplace on the Site, and therefore the potential utility or value of your NFTs.

• Upgrades to the Site, or a change in how transactions are confirmed on the Site may have unintended, adverse effects on all blockchains using the affected standard, including the Buzzmint marketplace on the Site.

11. Changes to the Site

We are constantly innovating the Site to help provide the best possible user experience. You acknowledge and agree that the form and nature of the Site, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Site at any time without notice.

12. Third party websites

You may, through hypertext or other computer links, gain access from the Site to third party websites operated by persons other than us. Such hyperlinks are provided for your convenience. A link from another website does not mean that we endorse or approve the content on that website or the operator of that website. You are solely responsible for determining the extent to which you may use or rely upon any content at any other websites which you have accessed from the Site. We have no control over the content of these sites or resources and accept no reasonability for them or for any loss or damage that may arise from your use of them. We assume no responsibility for the use of, or inability to use, any third-party software or other materials on the Site and shall have no liability whatsoever to any person or entity for their use of, or inability to use, any such third-party content.

13. Privacy Policy

 

You acknowledge and confirm that you have read and understood Buzzmint’s Privacy Notice which sets out how we collect, use, store and disclose your personal information in connection with these Terms.

14. General

Governing law and jurisdiction

These Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them are governed by laws of England and Wales (and the courts of England and Wales shall have jurisdiction in relation to any dispute that may arise in connection hereto).

 

Severability

If any provisions of these terms are found by the court of competent authorities to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Notice

You agree that we may provide you with notices (including, without limitation those regarding changes to these Terms) by email or postings on the Site.

Force majeure

Buzzmint will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Buzzmint’s reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, pandemic, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties.

Assignment

Buzzmint shall be allowed to assign, transfer, or subcontract its rights and/or obligations under these Terms without any notification or consent. You will not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire agreement

These Terms, as amended from time to time, constitute the sole and entire agreement between Buzzmint and you with respect to your use of the Site and supersede other prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, both written and oral, between Buzzmint and you with respect to such subject matter.

 

No Third Party Rights

Nothing in these Terms shall be deemed to create any rights in any creditors or other persons, not a party hereto, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and these Terms shall not be construed in any respect to be a contract in whole or in part for the benefit of any third parties.

Waiver

The failure of one party to require performance of any provision shall not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s breach of these Terms of any provisions of applicable terms shall not constitute a waiver by that party of any subsequent breach by the other party or of the provision itself.