Version 1.0-1st Dec 2022
NFT PLATFORM (Web3 Marketplace)
TERMS AND CONDITIONS
1 Agreement to Terms
1.1 These Terms of Use (“Terms”) govern your access to and use of the www.millionaireasia.com/ website as well as any other media form, media channel, mobile website, software, tools, features, or functionalities provided on or in connection with our services, including without limitation using our services to view, explore, create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell or transfer NFTs on public blockchains (collectively, the “Service”).
1.2 “NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.
1.3 By using the Service, you confirm that you are of legal age in your jurisdiction and in compliance with all applicable laws to use the Service and enter into any transactions under the Service.
1.4 You agree that by accessing the Site, you have read, understood and agreed to be bound by all these Terms.
2 Account and User Representations
2.1 To register an account on the Service (the “Account”), you will need to provide a blockchain address and link to a third-party MA-supported blockchain cryptocurrency wallet application (a “Wallet”). You agree that the information you provide to us is accurate, complete and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your Account and you accept responsibility for all activities that occur under your Account. If you discover or otherwise suspect any issues related to the Service or your account, you agree to immediately notify us at admin@nftmillionaireasia.com. By using a Wallet in connection with the Service, you agree that you are using the Wallet under the terms and conditions of the applicable provider of the Wallet. Wallets are not operated by, maintained by, or affiliated with MA, and MA does not have custody or control over the contents of your Wallet and has no ability to retrieve or transfer its contents. MA accepts no responsibility for, or liability to you, in connection with your use of a Wallet and makes no representations or warranties regarding how the Service will operate with any specific Wallet. You are solely responsible for keeping your Wallet secure and you should never share your Wallet credentials or seed phrase with anyone. If you discover an issue related to your Wallet, please contact your Wallet provider.
2.2 You represent and warrant that:
(a) Your use of the Service does not constitute and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention, or violation of any law applicable to you, or any contract or agreement to which you are a party or by which you are bound.
(b) You are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo (“Embargoed Jurisdiction”); you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organised under the laws of, any Embargoed Jurisdiction; none of your officers, managers, directors, shareholders or authorised representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of your use of the Service. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.
(c) You are solely responsible for all taxes owed (if any) for your use of the Service, including but not limited to any tax liabilities associated with any sales of your NFTs. MA is not responsible for determining, withholding, collecting, reporting or remitting the taxes that apply to your NFTs.
3 License to Access and Use Service
3.1 You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable, personal license to access and use the Service, subject to your compliance with these Terms. You are also granted, solely for your personally, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and/or use any software, content, or other materials owned by, controlled by, or licensed to MA if any of the same is distributed or made available to use as part of your use of the Service.
3.2 If you are prohibited under applicable law from using the Service, you may not use it.
3.3 If you provide MA with any input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant MA an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
3.4 MA reserves the right to terminate your access to and use of the Service, in whole or in part, at any time, with or without notice, at MA’s discretion for any or no reason. MA reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in MA’s sole discretion.
4 Fees and Commission
4.1 Any transfer or transaction of NFTs may be subject to fees, commissions, royalties and other charges including (a) “Gas Fees” that are paid as consideration for mining your transaction (b) “Marketplace Fees” associated with transactions on blockchain networks between users and (c) “Commission” on secondary sales of NFTs (collectively, the “Fees”). MA may change the Marketplace Fees for any feature of the Service, including additional fees or charges, with or without advance notice to you. Before you pay any Fees, you will have an opportunity to review and accept the Fees that you will be charged. Fees may be in, fiat currency, ETH or other cryptocurrency and are non-refundable except as required by applicable law.
4.2 MA reserves the right to determine its prices for the Service. MA will keep pricing information published on the website up to date.
5 NFT Risk Notice; Limitation of Liability
5.1 The prices and value of NFTs may fluctuate significantly. You acknowledge that you fully understand and are familiar with the inherent risks associated with purchasing and selling NFTs, including without limitation, risk of new regulatory requirements, potential loss of money and risks due to volatility of the price of NFTs, and voluntarily takes full responsibility for any risk to that effect.
5.2 MA has no responsibility for your NFTs that you trade via the Service. To the fullest extent permitted by law, you agree that in no event will MA or its service providers be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from these terms or the service, 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 strict liability or tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if MA or its service providers have been advised of the possibility of such damages; or (b) for any other claim, demand, or damages whatsoever resulting from or arising out of or in connection with these Terms of the delivery, use, or performance of the Service. Access to, and use of, the Service, 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.
6 Intellectual Property Rights
6.1 The Service is owned and operated by MA. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by MA are protected by intellectual property and other laws. All Materials included in the Service are the property of MA or its third-party licensors. Except as expressly authorized by MA, you may not make use of the Materials. “MA” or “Millionaireasia” and its logos are trademarks of MA. All other trademarks appearing in the Service are the property of their respective owners. MA reserves all rights to the Materials not granted expressly in these Terms.
6.2 All other third-party trademarks, registered trademarks and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service 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 intellectual property rights 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 MA.
7 User Content
7.1 The Service may permit Users to submit, upload, publish, broadcast, or otherwise transmit content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content except those rights that you explicitly choose to waive.
7.2 By posting User Content to or via the Service, you grant MA a worldwide, non-exclusive, perpetual, irrevocable, sublicensable, royalty-free license to host, store, transfer, use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Service. You also grant to other users of the Service a non-exclusive license to access and use that User Content as permitted by these Terms and functionality of the Service.
7.3 You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant MA the license described above, and that the content does not violate any laws.
7.4 MA is under no obligation to edit or control User Content that you or other users post and will not be in any way responsible or liable for any User Content. MA will not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. MA will not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against MA with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, MA may investigate the allegation and determine in our sole discretion whether to remove the User Content, which MA reserves the right to do at any time and without notice. To avoid doubt, MA does not permit infringing activities on the Service.
8 User Conduct
You agree to use the Service in compliance with these Terms and that you will not violate any law, contract, intellectual property or other third-party right. You are solely responsible for your conduct and activities in connection with the Service. You also agree that you will not, whether directly or indirectly:
(a) use the Service for any illegal and/or commercial purposes inconsistent with these Terms or in violation of any applicable law;
(b) violate, or permit others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
(c) reverse engineer, decompile, decode, dissemble, hack, port, or otherwise attempt to discover source code or bypass or circumvent measures intended to prevent or limit access to any service, area or code of the Service;
(d) trick, defraud or mislead on or through the Service, especially in any attempt to learn sensitive or confidential information such as access passwords;
(e) circumvent, disable or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service and/or the content contained therein;
(f) engage in any automated use of systems, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools;
(g) threaten, harass, demean, embarrass, bully or otherwise harm any other user of the Service;
(h) attempt to impersonate another user or person or use the username of another user, access another user’s account without permission, or falsifying your age, date of birth or any other essential information as determined and required by MA for your use of the Service;
(i) upload or transmit (or attempt to upload or to transmit) any spyware or passive collection mechanisms;
(j) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon MA or any other users;
(k) publish, post, distribute or disseminate any profane, obscene, pornographic, indecent or unlawful content, pictures, topic, name, material or information, or create or display anything on or through the Service that promote suicide or self-harm, incites hate or violence against others, or dozes another individual;
(l) disparage, tarnish or otherwise harm, in MA’s opinion, any users of the Service, MA and/or the Service;
(m) engage in or knowingly facilitate any “rug pulls”, “front-running”, “wash trading”, “pump and dump trading”, “ramping”, “cornering” or fraudulent, deceptive or manipulative trading activities
(n) use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully utilising and enjoying the Service;
(o) use the Service for money laundering, terrorist financing, or other illicit finance; or
(p) attempt to do any of the acts described in this section 8 or assist or permit any person in engaging in any of the acts described in this section 8.
9 Electronic Communications, Transactions and Signatures
9.1 Using the Service, sending us communications and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications MA provides to you electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing.
9.2 You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions, initiated or completed by MA or via the Service.
9.3 You hereby waive any rights or requirements under any statues, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or to the granting of credits by any means other than electronic means.
10 Third-Party Website and Content
10.1 MA may provide tools through the Service that enable you to export information, including User Content (defined below), to third-party services, including through features that allow you to link your Account with an account on the third-party service, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using any of these tools, you agree that MA may transfer that information to the applicable third-party service. Third-party services are not under MA’s control, and, to the fullest extent permitted by law, MA is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under MA’s control, and MA is not responsible for their content.
10.2 The Service may contain third party links or functionality to access or use third-party websites and applications, or otherwise display, include or make available content, data, information, services, applications or materials from third parties. You are subject to the terms and conditions that apply to such third-party services and MA is not responsible or liable for any of such third-party services. MA does not endorse or assume any responsibility for any products or services offered by third parties.
11 Management of Services
In MA’s sole discretion and without limitation, MA reserves the right, but not the obligation, to: (a) monitor the Service for violations of these Terms; (b) take appropriate legal action against anyone who violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (c) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your use of the Service; (d) without notice and liability to remove from the Service or otherwise disable all files and content that interfere with the proper functioning of the Service or otherwise is burdensome to the Service; and (e) otherwise manage the Service in a manner designed to protect all MA’s rights and property and to facilitate the proper functioning of the Service.
12 Privacy Policy
MA’s Privacy Policy (https://www.millionaireasia.com/privacy-policy/) applies to your use of the Service and to any personal data we collect from you. Please review our Privacy Policy carefully. By using the Service, you agree to be bound by MA’s Privacy Policy, which is incorporated into these Terms.
13 Term and Termination
13.1 These Terms shall remain in full force and effect while you use the Service. Without limiting any other provision of these Terms, MA reserves the right to, in its sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any user for any reason or for no reason, including without limitation for breach of any representation, warranty or covenant contained in these Terms or of any applicable law or regulation. MA may terminate your use or participation in the Service or delete your account and any content or information that you posted at any time, without warning, in its sole discretion.
13.2 If your account is terminated or suspended for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, MA reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal and injunctive redress.
13.3 Upon termination of your account, your license rights will terminate and all payment obligations accrued prior to termination will survive.
13.4 You may terminate your account and these Terms at any time by contacting customer service at admin@nftmillionaireasia.com
13.5 MA reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice and liability to you.
14 Limitations of Liability
14.1 To the fullest extent permitted by law, in no event will ma, its service providers or any of their directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the service, even if ma and/or its service providers have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, ma’s liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to ma for ma’s service directly relating to the items that are the subject of the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
14.2 All information provided by or on behalf of MA is for information purposes only and should not be construed as professional, account or legal advice. You understand and agree that you should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of MA.
15 Indemnification
You agree to defend, indemnify and hold MA harmless, including MA’s subsidiaries, affiliates, and all of their respective officers, agents, partners and employees, from and against any loss, damage, liability, claim or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of: (a) use of the Service; (b) breach of these Terms; (c) any breach of your representations and warranties set forth in these Terms; (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any overt harmful act toward any other user of the Service with whom you connected via the Service. Notwithstanding the foregoing, MA reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify MA, and you agree to cooperate, at your expense, with MA’s defence of such claims. MA will use reasonable efforts to notify you of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and MA.
16 Miscellaneous
These Terms and any policies or operating rules posted by MA in connection with the Service constitute the entire agreement and understanding between you and MA. Any failure to exercise or enforce any right or provision of these Terms by MA shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. MA may assign any or all of its rights and obligations to others at any time. MA shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond MA’s reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and MA as a result of these Terms or use of the Service. You agree that these Terms will not be construed against MA by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
17 Disclaimer
The Service is provided on an as-is and as-available basis. You agree that your use of the Service will be at your sole risk. To the fullest extent permitted by law, MA disclaims all warranties, express or implied, in connection with the Service and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. MA makes no warranties or representations about the accuracy or completeness of the Service’s content or the content of any websites linked to the Service and MA will assume no liability or responsibility for any (a) errors, mistakes or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (c) any unauthorised access to or use of MA’s secure servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the Service, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Service. MA does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Service, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and MA will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product of service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
18 Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any unresolved dispute arising under, out of, or in connection with these Terms, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force. Notwithstanding anything in these Terms, in the event of any dispute no party shall proceed to any dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation rules of the Singapore Mediation Centre for the time being in force.
19 Contact Us
In order to resolve a complaint regarding the Service or to receive further information regarding the use of the Service, please contact us at admin@millionaireasia.com.
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