Terms and Conditions

Last Updated: 10 February 2023

1. Introduction

   Welcome to Stanible, owned and operated bySTANIBLE TECHNOLOGIES INC. (“Stanible,” “we,” “us”, or “our”). These Terms of Service (“Terms”) constitute a legally binding agreement between Stanible and each registered or unregistered end user and govern your access to and use of the Stanible website(s) at stanible.com, our APIs, mobile app (the “App”), and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to create/mint, view, explore, sell, purchase, bid on, collect, trade, showcase and otherwise transact digital blockchain collectibles, which may be represented as a non-fungible token (“NFT”) linked with certain digital media and art (collectively, the “Service”).

   For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service 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 authorized 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.

   PLEASE CAREFULLY REVIEW THESE TERMS OF SERVICE. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

   FOR YOUR UNDERSTANDING, WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR.

   We facilitate transactions between buyers and sellers of an NFT, but we are not a party to any agreement between buyer and seller of an NFT. We collect revenue on the NFT Marketplace via transaction fees and other applicable fees which we display when you interact with the NFT. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Service.

   Stanible reserves the right to change or modify these Terms at any time and at our sole and absolute discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

   If any provisions of these terms or any changes are unacceptable to you, do not use or continue to use the services. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated.

2. Accessing the Service

   Account Registration

   You must create an account (“Account”) to use the Platform. To create an Account, we will require you to provide certain registration information about yourself. Stanible may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. By creating an Account, you agree to provide accurate, current and complete registration information about yourself and to maintain and promptly update your account information as necessary. We may, in our sole discretion, refuse, decline, suspend or disable your access to or use of the Services or your Account, and we reserve the right to reclaim usernames without liability to you. Where your existing username account is determined to be abusive, fraudulent, impersonating another user, infringing someone’s intellectual property, and/or whenever we deem it is appropriate and necessary if it will negatively affect the rights of Stanible and/ or our existing users, we may request you to migrate to a new username and delete your existing account.

   By using our services, you affirm that you are of legal age to enter into these terms, and you accept and are bound by these terms.

   You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. If you access or use the Service outside the Philippines, 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.

   Account Security

   You are responsible for the security of your Account and your electronic wallet, and you agree to accept responsibility for all activities that occur under your Account. You must not share your login information or other security related information with any other person or allow any other person access to your Account. If you become aware of any unauthorized use of your password or of your Account, you agree to notify us immediately at support@stanible.com.

   Account Transactions

   You can use your electronic wallet to purchase, store and engage in transactions. You understand that your Stanible blockchain network public address will be made publicly visible whenever you engage in a transaction on the Platform.

   Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Stanible, in its sole discretion, may elect to take.

3. Ownership

   The Service, including its interface, proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Stanible logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Stanible or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

   Stanible’s name, logo, trademarks, and any Stanible product or service names, designs, logos, and slogans are the intellectual property of Stanible or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Stanible” or any other name, trademark or product or service name of Stanible or our affiliates or licensors without our prior written permission. In addition, the interface of the Service constitutes the service mark, trademark or trade dress of Stanible and may not be copied, imitated or used, in whole or in part, without our prior written permission.

   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 Stanible.

   We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Stanible may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Stanible any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

4. License to Access and Use Our Service and Content

   You are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, and personal license to access and use the Service provided that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.

5. Third-Party Content and Services

   As a peer-to-peer web3 service, Stanible helps you explore NFTs created by third parties and interact with different blockchains. NFTs minted through Stanible are configured to provide the Creator-Talent, at their sole discretion, to have a 6% share in transactions made in other NFT Marketplaces. Stanible does not make any representations or warranties about this third-party content visible through our Service, including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on Stanible will always remain visible and/or available to be bought, sold, or transferred.

   NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). The Creators (sellers) are given the freedom to attach to the NFTs that they sell any benefits (such as meet and greet, virtual fan meet, actual merchandise, etc.) that they want to provide to the buyers. These benefits will be visible to the specific NFT to which they are attached to. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms and Benefits.

   You may withdraw the NFTs minted through Stanible from the NFT Marketplace where it was first made available, subject to the restrictions and conditions set forth in these Terms and the rules imposed by Stanible. Any cost or fees incurred in relation to the said withdrawal shall be for your account. You may opt to re-upload the withdrawn NFT in Stanible Marketplace should you wish to do so, subject to the restrictions and conditions set forth in these Terms and the rules imposed by Stanible.

   You hereby acknowledge that Stanible has the sole discretion to switch, or support multiple chains and impose parameters of withdrawal when switching from one chain to another.

   The Service may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Stanible, and may be “open” applications for which no recourse is possible. Stanible is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Stanible provides links to 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 or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

6. User Conduct

   Openness is one of our most prized values, and we’re committed to providing people from all walks of life and varying experience levels with web3 with a colorful lens into different blockchains. However, to protect our community and comply with our legal obligations, we reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: removing the ability to view certain NFTs on the Service or use our Service to interact with the NFTs; disabling the ability to use the Service in conjunction with buying/selling/transferring NFTs available on blockchains; disabling your ability to access our Service; and/or other actions.

   You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not:

   • Use or attempt to use another user’s Account without authorization from such user;
   • Pose as another person or entity;
   • Claim a Stanible username for the purpose of reselling it or otherwise engage in name squatting;
   • Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
   • Distribute spam, including through sending unwanted NFTs to other users;
   • Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
   • Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Stanible;
   • Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
   • Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, 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 Service;
   • Sell or resell the Service or attempt to circumvent any Stanible fee systems;
   • Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Stanible might use to sort search results;
   • Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
   • Use the Service for money laundering, terrorist financing, or other illicit finance;
   • Use the Service from a country sanctioned by the government of the Philippines, the United States, the European Union or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;
   • Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
   • Use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
   • Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
   • Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
   • Infringe or violate the intellectual property rights or any other rights of others;
   • Create or display illegal content in any of the relevant jurisdiction, such as content that may involve child sexual exploitation or censored or censurable content;
   • Create or display NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
   • Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
   • Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.

   Stanible reserves the right to allow the posting of content, and you agree that Stanible has the right to review, hold, moderate, censor, allow, and disallow any sort of content, NFT or posting. Stanible further reserves the right to handle and treat content, NFT or postings it deems necessary to be treated differently to be segregated, moderated or be given a different channel of access to ensure that the standards of public interest and public good are upheld.

   Finally, by using the Service, you understand the importance of DYOR – doing your own research. You bear full responsibility for 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 Service. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Service.

7. Rewards Programs

   Stanible offers you opportunities to earn rewards in two ways: 1) by meeting activity milestones while in the application, and 2) by bringing in users to join the Platform through a unique referral code.

   By meeting activity milestones (such as first liker or buyer, or having purchased a certain number of NFT of an artist), the user has the possibility of gaining a badge, which will be available for display in the profile of the user, and such other additional features as may be awarded by Stanible.

   By bringing in new users, each successful existing user and referred user will earn the reward which will be credited in their Stanible wallets and may be used in the Marketplace. Regular users will enjoy a unique referral code which will be active until a maximum of five (5) people have signed up using such code per month, or as may be set hereinafter by Stanible. You may also use the referral code given by Stanible to its partners, creator- talent, and other authorized entities.

   Stanible reserves the right to remove, alter, or modify the rewards and the methods through which these are earned. Stanible also reserves the right to disqualify any user from participation in its rewards programs at any time at its sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws.

8. Intellectual Property Rights

   You are solely responsible for your use of the Service and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms, including the User Conduct requirements outlined above.

   In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Platform, including NFT Media that is tied to NFTs you wish to sell on the NFT Marketplace as a seller, and any other content associated with your NFTs (“Your Content”). You retain all rights to Your Content you post, upload, submit, or otherwise made available through the Platform, except for rights expressly granted herein. In order to operate the Platform, we must obtain from you certain license rights in Your Content so that actions we take in operating the Platform are not considered legal violations. Accordingly, by using the Services and uploading Your Content or otherwise made Your Content available, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content in any and all media or distribution methods (known now or later developed) but solely as required to be able to operate and provide the Services. You agree that this license includes the right for us to provide, promote, and improve the Platform as well as our Services and to make Your Content available to other companies, organizations or individuals for the distribution, promotion or publication of Your Content on other media and services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us or in the Platform), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Platform, and solely for purpose of providing the Services, and to otherwise permit access to disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.

   As part of the foregoing license grant you agree that the other Users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the NFT Marketplace. By posting or submitting Your Content to the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.

   For NFT Sellers: By minting, providing, or selling an NFT, you hereby represent and warrant that you own all legal right, title and interest in all intellectual property rights to the NFT Media linked or associated with such NFT, or you are legally authorized by the intellectual property owner to mint, provide or sell the NFT. Except for NFTs minted on the NFT Marketplace, in order to list any NFT for sale, you must first deposit the NFT for sale for custody with Company until such time as the NFT is sold or you decide to remove the NFT from the Platform. For clarity, Company has no obligation or liability to you for keeping, storing, or helping you recover any NFT Media associated with your NFTs. You agree that the rights attached and governing an NFT you sell shall be governed by the license grants expressly set forth herein, or any NFT License Agreement over the said NFT.

   For NFT Buyers: When you purchase an NFT, you own the NFT that is associated with certain NFT Media, but you do not own any intellectual property rights in such NFT Media except for the license grants expressly set forth herein, or any NFT License Agreement that is attached and governs the said NFT You have the right to dispose of the NFT in any manner, subject to your payment of the necessary taxes and expenses to facilitate the transfer, if any.

   We have the right to remove, refuse to post any of Your Content, including NFTs, or terminate a user’s access to the Service (a) for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for Company or other Users.

   Stanible may, but is not obligated to, monitor the NFTs, NFT Media and Your Content uploaded to the Platform for any infringement of a third party’s intellectual property rights. However, Stanible cannot undertake to review all such content before it is posted on the Service, and cannot ensure prompt removal of objectionable content after it has been posted. Accordingly, Stanible assumes no liability for any action regarding transmissions, communications, or content provided by any user or third party. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit written notice to our legal department at:

   BSPBA Law

   info@bspba.law

   For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Please include in your notice the following details:

   • Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights 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 (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
   • Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
   • A declaration that contains all of the following:
   • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
   • A statement that the information in the notice is accurate; and
   • A statement that the information above is accurate, and under penalty of perjury, that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
   • Your physical or electronic signature (of your full legal name).

   Any User of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication that sets forth:

   • your name, address, telephone number, e-mail address and physical or electronic signature;
   • identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; and
   • a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

   Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

   Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on Stanible and can also contact you to resolve any dispute.

9. Communication Preferences

   By creating an Account, you consent to receive electronic communications from Stanible (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile device’s operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.

10. Verification and Payment

    When you make purchases through the Platform, including, without limitation, any purchase for NFTs, you must provide and maintain valid payment information in connection with your digital mobile wallet with us or our third party payment processor. You represent and warrant that you are authorized to use the payment method you use via the Platform to make any purchase. You authorize us or our third party payment processor to charge your payment method for the total amount of your purchase price. Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.

    We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via the Platform. We do not provide refunds for any purchases that you might make on or through the Platform.

    You will be solely 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 the Platform or NFTs, except for income taxes levied on us as a result of such purchases of NFTs.

11. App Terms

    You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Service will be available in any particular geographic location.

12. Indemnification

    By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Stanible, 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 “Stanible Parties”), from and against all actual or alleged 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 Service, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify Stanible of any Claims and cooperate with the Stanible Parties in defending such Claims. You further agree that the Stanible Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND Stanible.

13. Disclaimers

    YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND STANIBLE EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. STANIBLE MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (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. STANIBLE 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. STANIBLE 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 SERVICE. WHILE STANIBLE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, STANIBLE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM STANIBLE’S PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD STANIBLE RESPONSIBLE FOR ANY BREACH OF SECURITY. 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, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

    NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN. ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN. STANIBLE AND/OR ANY OTHER STANIBLE PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

    NO STANIBLE PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. NO STANIBLE PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

14. Assumption of Risk

    You accept and acknowledge:

    • The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
    • 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, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
    • You are solely responsible for determining what, if any, taxes apply to your transactions. Stanible is not responsible for determining the taxes that apply to your NFTs.
    • There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled 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.
    • We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Stanible has no ability to reverse any transactions on the blockchain.
    • There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Stanible will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
    • The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
    • Stanible reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on Stanible. Under no circumstances shall the inability to view items on Stanible or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Stanible.
    • If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
    • Any purchase or sale you make, accept or facilitate outside of the Platform of an NFT will be entirely at your risk. We do not control or endorse purchases or sales of NFTs outside of the Platform. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the Platform.
      
      You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same.

15. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL STANIBLE 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 STANIBLE OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR 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.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF STANIBLE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY STANIBLE PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) UP TO A MAXIMUM AMOUNT EQUIVALENT TO THE VALUE OF THE TRANSACTION AT THE TIME OF TRANSACTION OR (B) THE AMOUNT RECEIVED BY STANIBLE FOR ITS 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.

16. Privacy Policy

    Please refer to our Privacy Policy for information about how we collect, use, and share personal data about you. By submitting personal data through our Service, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

17. Modifications to the Service

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

18. Dispute Resolution; Arbitration

    • Stanible does not provide dispute resolution services for the disagreements between or among users. The parties must resolve those disputes directly.
    • Dispute resolution process. You and Stanible both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to:
      
      Stanible
      
      Attn: Legal Department
      
      BSPBA Law
      
      info@bspba.law
      
      Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if Stanible is represented by counsel, its counsel may participate in the Conference as well, but Stanible agrees to have a company representative fully participate in the Conference. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, it shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc.(“PDRCI”) in accordance with the Arbitration Rules of the PDRCI (“PDRCI Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause. and shall be conducted as follows:
      • Each Party shall appoint one (1) arbitrator. The arbitrators thus appointed shall select a third arbitrator who shall act as the presiding arbitrator of the tribunal or panel;
      • The arbitration shall be conducted in the English language. The place of arbitration shall be Makati City, Philippines;
      • The Parties agree that this arbitration clause is an explicit waiver of immunity against validity and enforcement of the award or any judgment thereon made pursuant thereto and that such award or judgment thereon, if unsatisfied, shall be enforceable in any court having jurisdiction in accordance with its laws against any party participating in the arbitration; and
      • The Parties agree that the award of the arbitration tribunal shall be the sole remedy for all claims and counterclaims concerning the matter in dispute presented to the arbitration tribunal. The costs, expenses, fees, and charges of the arbitration proceedings shall be apportioned between the Parties by the arbitral tribunal or panel based on the relative fault of the Parties.

19. Governing Law and Venue

    These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the Philippines (without regard to conflict of law rules or any other jurisdiction that would cause the application of the laws of any other jurisdiction).

20. Termination

    If you breach any of the provisions of these Terms, all licenses granted by Stanible will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

21. Severability

    If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms 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 these Terms.

22. Injunctive Relief

    You agree that a breach of these Terms will cause irreparable injury to Stanible for which monetary damages may be claimed and Stanible shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law

23. Survival

    All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Stanible or you. Termination will not limit any of Stanible’s other rights or remedies at law or in equity.

24. Miscellaneous

    These Terms constitute the entire agreement between you and Stanible relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Stanible.

    Stanible’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

    The Service is operated by us in the Philippines. Those who choose to access the Service from locations outside the Philippines do so at their own initiative and are responsible for compliance with applicable local laws. You and Stanible agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

    General questions or comments about the Terms should be sent to:

    support@stanible.com