Accepting these Terms

These Terms of Use set out your rights and responsibilities when you use Appreciator.io to buy, sell, or display non-fungible tokens (“NFTs” or “NFT”) or create a collection of NFTs (collectively, the “Services”), so please read them carefully. By clicking on the “I Accept” button, completing the account registration process, or using the Site, you accept and agree to be bound and abide by these Terms of Use and all of the terms incorporated herein by reference. By agreeing to these terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms of Use, you must not access or use the Site.

Appreciator.io reserves the right to change or modify these Terms of Use at any time and in our sole discretion. You agree and understand that by logging into your account, accessing or using the Site following any change to these Terms of Use, you agree to the revised Terms of Use and all of the terms incorporated therein by reference. We encourage you to review the Terms of Use from time to time to ensure that you understand the terms and conditions that apply when you access or use the Site.

Your Appreciator.io Account

You need to create an account with Appreciator.io to use the Services. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services. 

Your Appreciator.io account is subject to the following conditions:

a.     Account: you may only open one account on Appreciator.io. If we have a reasonable suspicion that you have opened multiple accounts on Appreciator.io, we reserve the right to take whatever action we deem appropriate, including but not limited to closing and/or freezing your accounts.

b.     Access: you understand and agree that access to your Appreciator.io account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your Appreciator.io account to any person without our prior written permission.

c.     Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any user names, passwords, or any other codes that you use to access the Services. Any unauthorized access to your account by third parties could result in the loss or theft of NFTs and/or funds held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.

d.     Trading Fees: by buying or selling a NFT on Appreciator.io, you agree to pay all applicable fees and you authorize Appreciator.io to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase or sale of a NFT.

e.     Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record is considered valid.

f.      Balance in Dollar of the Special Administrative Region of Hong Kong (“Hong Kong”) or the United States of America (“US”): certain approved users may carry a balance in Hong Kong Dollars or US Dollars to facilitate transactions on the Appreciator.io Platform. You are the owner of your balance.

g.     Unclaimed Property: if Appreciator.io is holding funds in your account and has no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven (7) business days or as required by law, we may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law. 

Account Suspension

You agree that Appreciator.io has the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that:

a.     your account is being used for money laundering or any illegal activity;

b.     you have concealed or provided false identification information or other details;

c.     you have engaged in fraudulent activity;

d.     you have acquired NFTs using inappropriate methods (including but not limited to using stolen funds or payments methods, or attempting to chargeback your payment while retaining or disposing of a NFT);

e.     you are using, employing, or operating bots or other forms of automation and/or multiple accounts to engage in any activity on Appreciator.io; or

f.      you have otherwise acted in violation of these Terms of Use.

If Appreciator.io has a reasonable belief that you have engaged in activities (a), (b), (c), (d), or (e) above, Appreciator.io reserves the right, in its sole discretion, to confiscate any NFTs purchases pursuant to those activities and/or deem such transactions null and void. 

Communication

You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.

You agree that we may send you communications by email or text message that pertain to the status of a purchase or sale of a NFT on Appreciator.io, and other communications that pertain to your interaction with the website, including but not limited to notifications about the status of a NFT you are interested in purchasing.

User Content

The Site allows:

a.     users to create a profile where they can post certain information about themselves, link to other websites, and display NFTs that they own (collectively, “Profile Information”); and

b.     artists or creators of NFTs (“NFT Creators”) to post their NFTs (“NFT Creations”), and bios (collectively, with Profile Information, “User Content”). All User Content must comply with these Terms of Use.

 

Any Profile Information you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content on the Website, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that:

a.     you own and control all rights in and to your User Content and have the right to grant such licenses to us and our affiliates and our respective licensees, successors, and assigns; and

b.     all of your User Content do and will comply with these Terms of Use.

You understand and agree that you are responsible for any User Content you submit or contribute, and you, not Appreciator.io, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Site.

 If you are a NFT Creator, you hereby grant Appreciator.io non-exclusive, worldwide, royalty-free licenses to:

a.     use the artwork contained in your NFT Creation for purposes of minting, displaying and selling your NFT Creations;

b.     use your name and image for marketing or promotional purposes;

c.     use, copy, modify, distribute, publish, and otherwise transmit images from your NFT Creations for marketing or promotional purposes; and

d.     use your biography and other public information about you to promote your NFT Creations.

As a NFT Creator, you understand and agree that:

a.     You are responsible for the accuracy and content of your Green Creations;

b.     Any NFT Creation that violates any of Appreciator.io’s policies may be obfuscated or deleted by Appreciator.io, in its sole discretion;

c.     You will not use the artwork incorporated into your NFT Creations for the creation of additional non-fungible tokens;

d.     You will respect the intellectual property of others; and

e.     You will not coordinate pricing with other NFT Creators.

We reserve the right, in our sole discretion, to prohibit you from uploading your NFT Creations. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice. Appreciator.io may monitor User Content to detect and prevent fraudulent activity or violation of these Terms of Use.

 Ownership

Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, including, without limitation, the Appreciator.io logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Appreciator.io Content”) are the proprietary property of Appreciator.io or our affiliates, licensors, or users, as applicable. The Appreciator.io logo and any Appreciator.io product or service names, logos, or slogans that may appear on the Site or elsewhere are trademarks of Appreciator.io or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

You may not use any Appreciator.io Content to link to the Site or Content without our express written permission. You may not use framing techniques to enclose any Appreciator.io Content without our express written consent. 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 Appreciator.io and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

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

 Terms of Sale

By placing a bid or an order on or through Appreciator.io, you agree that you are submitting a binding offer to purchase such NFT or Service. Your order is accepted and confirmed once purchase is complete, and Appreciator.io displays the Confirmation Page (“Confirmation Page”). You hereby expressly agree that the supply of a NFT begins immediately after the confirmation page is displayed.

No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

The purchased NFT cannot be resold immediately and you need to follow the resell policy of Appreicator.io.

NFT Creators may choose to provide certain rights to holders of their NFTs, which may include, but is not limited to, physical items, special access, or other exclusive content (collectively, “Additional Items”). Any Additional Items will be provided directly to you from the NFT Creator; Appreciator.io has no involvement in such transactions and is not a party to such transactions. Notwithstanding the above, Appreciator.io may publish a description of the Additional Items on its website on behalf of the NFT Creator. If you own a NFT that entitles you to Additional Items, you hereby consent to Appreciator.io sharing your contact information with the NFT Creator to facilitate delivery of your Additional Items. Unless otherwise stated, transactions on the secondary market are only for NFTs and do not grant the purchaser the right to any Additional Items.

Intellectual Property

Outside the Appreciator.io Content, all other trademarks, product names, and logos 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.

Appreciator.io’s policy is to suspend or terminate the account of repeat infringers. Appreciator.io’s response may depend on relevant aggravating or mitigating circumstances, but generally we will terminate an account if it is the subject of three valid infringement notices.

Your Use of Appreciator.io

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Content. Our grant of such license is subject to the following conditions:

a.     Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance or regulation.

b.     Abusive Activity: you agree not to engage in any activity that poses a threat to Appreciator.io, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ accounts.

c.     Inappropriate Behavior: you agree not to interfere with other users’ access to or use of the Services.

d.     Communication: you agree not to communicate with other users for purposes of

         i.      sending unsolicited advertising or promotions, requests for donations, or spam;

         ii.     engaging in hate speech or harassing or abusing other users;

         iii.    interfering with transactions of other users. You agree not to use data collected from the Site to contact individuals, companies, or other persons or entities outside  

                 the Site for any purpose, including but not limited to marketing activity.

e.     Fraud: you agree not to engage in any activity which operates to defraud Appreciator.io, others users, or any other person; or to provide any false, inaccurate, or misleading information to Appreciator.io.

f.      Gambling: you agree not to utilize the Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.

g.     Taxes: Appreciator.io is not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your NFT transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your NFT transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a NFT transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your NFT transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed tax form that is reasonably required by us so to comply with our tax reporting obligations.

h.     Intellectual Property Infringement: you agree not to

        i.      engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law;

        ii.     use Appreciator.io Content without express written consent from Appreciator.io; or

        iii.    engage in any action that implies an untrue endorsement or affiliation with Appreciator.io.

i.      Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray Appreciator.io, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.

j.      Additional Prohibitions: you agree not to

i.      distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Content;

ii.     modify or create derivative works from the Site or Content, or any portion thereof;

iii.    use any data mining, robots, or similar data gathering or extraction methods on the Site or Content;

iv.     download any portion of the Site or Content, other than for purposes of page caching, except as expressly permitted by us.

 Accidental Transfers

You understand and agree that in the event that you deposit digital assets or NFTs into an incorrect address, we may not have the ability, and are under no obligation or duty, to return such digital assets or NFTs to you. This section applies regardless of whether we control the destination address.

 Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Appreciator.io’s Privacy Policy, which is incorporated into this User Agreement by reference.

 Modifications

You agree and understand that we may modify part or all of Appreciator.io or the Services without notice.

 Risks

Please note the following risks in accessing or using Appreciator.io: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; Fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility; Legislative and regulatory changes or actions at the Hong Kong or international level may adversely affect the use, transfer, exchange, and value of NFTs; NFTs are not legal tender and are not backed by the government; Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear; The nature of NFTs may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by us may prevent the access to or use of your Digital Assets; Changes to Third Party Sites (discussed in section 14 below) may create a risk that your access to and use of the Site will suffer.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that Appreciator.io does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use Appreciator.io at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that Appreciator.io will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.

 Third Parties

Appreciator.io may rely on third-party platforms to perform NFT transactions. Our Site may contain links to third-party websites or applications (collectively, “Third Party Sites”). Appreciator.io does not own or control Third Party Sites. You understand and agree that your use of any Third Party Site is subject to any terms of use and/or privacy policy provided by such Third Party Site. Appreciator.io is not a party to any such agreement. You should review any terms of use and/or privacy policy provided by such Third Party Site and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Appreciator.io provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites, or their products or services. You use all links in Third Party Sites at your own risk. When you leave our Site, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Site.

 YAS Warranty

You NFTs are protected by YAS Warranty. Once you purchased, you agree to give your consent to YAS and NOIZ Chain Limited to use, either jointly or severally, your purchase data on Appreciator.io, including any relevant personal data on the purchase, for the issuance of YAS Warranty and any directly related purposes.

 Disclaimers

Except as expressly provided to the contrary in a writing by Appreciator.io, the site, content contained therein, and NFTs listed therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. Appreciator.io makes no warranty that the site will:

a.     meet your requirements;

b.     be available on an uninterrupted, timely, secure, or error-free basis; or

c.     be accurate, reliable, complete, legal, or safe.

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. Appreciator.io does not represent or warrant that content on the site is accurate, complete, reliable, current or error-free.

While Appreciator.io attempts to make your access to and use of the site and content safe, Appreciator.io cannot and does not represent or warrant that the site, content, any NFTs 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 of NFTs 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 NFTs.

NFTs are intangible digital assets. they exist only by virtue of the ownership record maintained in the blockchain network. any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the blockchain platform. we do not guarantee that Appreciator.io can effect the transfer of title or right in any NFTs.

Appreciator.io is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. Appreciator.io is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.

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.

To the fullest extent provided by law, Appreciator.io hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the site and content contained therein.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Limitation of Liability

To the fullest extent permitted by law, in no event will Appreciator.io 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 Appreciator.io 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 Appreciator.io arising out of or in any way related to this agreement, the access to and use of the site, content, NFTs, or any products or services purchased on the site exceed the greater of:

a.     one hundred (100) Hong Kong dollars; or

b.     the amount you have paid to Appreciator.io for the services in the last six months out of which liability arose. the foregoing limitations of liability shall not apply to liability of Appreciator.io for:

        i.     death or personal injury caused by a member of Appreciator.io’s negligence; or for

        ii.     any injury caused by a member of Appreciator.io’s fraud or fraudulent misrepresentation.

 Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Appreciator.io, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Appreciator.io 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 NFTs,

b.     any Feedback you provide,

c.     your violation of these Terms of Use,

d.     your violation of the rights of a third party,

e.     any intellectual property disputes relating to your NFT Creations sold on the Appreciator.io platform, if you are a NFT Creator; and

f.      your failure to pay any Withholding Taxes or Sales Taxes in connection with your NFT transactions or to provide us with a properly executed tax form (described in section 9(g))

You agree to promptly notify Appreciator.io of any third party Claims and cooperate with the Appreciator.io Parties in defending such Claims. You further agree that the Appreciator.io 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 Appreciator.io. 

Governing Law

These Terms of Use, your rights and obligations, and all actions contemplated by, arising out of or related to these Terms of Use shall be governed by the laws of Hong Kong, as if these Terms of Use are a contract wholly entered into and wholly performed within Hong Kong.

Disputes

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with Appreciator.io will be resolved in the courts of Hong Kong.

 Termination

We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Site or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.

 Severability

If any term, clause, or provision of these Terms of Use is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms of Use and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms of Use.

 Entire Agreement

These Terms of Use comprise the entire agreement between you and Appreciator.io relating to your access to and use of the Site and Content, and supersede any and all prior discussions agreements, and understandings of any kind (including without limitation prior versions of this User Agreement). Except as otherwise provided herein, these Terms of Use are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

 Survival

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