Last Updated: September 1, 2023
Terms of Service
Please read this End-User License Agreement carefully before clicking the "I Agree" button, downloading or using nXlvl.
1.0 GENERAL
1.1 THE MARKETPLACE AND APPLICABLE TERMS. Welcome to the nXlvl Marketplace (the “NFT Marketplace” or “Marketplace”), which is owned and operated by nXlvl, LLC, whose address is at 1510 Willow Branch Avenue Jacksonville, FL 32205 (“Company”, “we”, “us”, or “our”). These Terms and Conditions (“Marketplace Terms”) constitute a legally binding agreement between Company and each registered or unregistered end user (each, a “User”, “you” or “your”) of the NFT Marketplace which is located at https://marketplace.nxlvl.app/ or such other URL as may be designated by Company from time to time, as well as any mobile apps or other related services or applications thereto.
By accessing and using the NFT Marketplace (including by purchasing or bidding on any items herein), you are deemed to have read, accepted, executed and agreed to be bound by these Marketplace Terms as well as the Privacy Policy located at: https://nxlvl.app/privacy-policy and the nXlvl Terms located at: (https://nxlvl.app/terms-of-service, which apply to the nXlvl Services which include the NFT Marketplace). The nXlvl Terms and the Privacy Policy are incorporated by reference into these Marketplace Terms and govern your use and access of the NFT Marketplace. In the event of a conflict between these Marketplace Terms and the nXlvl Terms, the Marketplace Terms will supersede and control.
We may change or amend the NFT Marketplace and/or these Marketplace Terms at any time and at our sole and absolute discretion. Any changes to these Marketplace Terms will be in effect as of the “Last Updated” date referred to at the top of this page. You acknowledge and agree that the form and nature of the NFT Marketplace, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Marketplace at any time.
IF ANY PROVISION OF THESE MARKETPLACE TERMS, THE PRIVACY POLICY OR THE nXlvl TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE NFT MARKETPLACE. YOUR CONTINUED USE OF THE NFT MARKETPLACE FOLLOWING THE POSTING OF ANY CHANGE TO THESE MARKETPLACE TERMS SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE(S).
1.2 ARBITRATION. ARBITRATION NOTICE: THE nXlvl TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE AND GOVERNING LAW CLAUSE, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION IN ACCORDANCE WITH THE ARBITRATION CLAUSE AND GOVERNING LAW CLAUSE IN THE nXlvl TERMS, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR THE AVOIDANCE OF DOUBT, COMPANY IS A “nXlvl OPERATOR” FOR THE PURPOSE OF THE ARBITRATION CLAUSE.
1.3 Use by Minors. The NFT Marketplace is intended for users who are at least 13 years of age. If you are at least 13 years old but under 18 years old, you may only use the NFT Marketplace through a parent or guardian’s account and with their approval and oversight. That account holder is responsible for your actions using the account. It is prohibited to use the NFT Marketplace if you are under 13 years old.
2.0 OPERATION OF THE NFT MARKETPLACE; COPYRIGHT POLICY; DISPUTES
2.1 Operation of the NFT Marketplace. The NFT Marketplace provides you with the opportunity to create (or as we call it, mint), sell, purchase, bid on, collect, trade, showcase and otherwise transact digital blockchain collectibles, which may be represented as a non-fungible token or similar digital item implemented on a blockchain (“NFT”) and linked with certain digital media and art (“NFT Media”). We facilitate transactions between buyer and seller of an NFT, but we are not a party to any agreement between buyer and seller of an NFT on the NFT Marketplace. We collect revenue on the NFT Marketplace via minting fees, transaction fees and other applicable fees which we display when you interact with the NFT Marketplace.
2.2 Copyright Policy and Takedowns. Company may, but is not obligated to, monitor the NFTs, NFT Media and Your Content uploaded to the NFT Marketplace for any infringement of a third party’s intellectual property rights. However, Company cannot undertake to review all such uploads before it is posted on the NFT Marketplace and cannot ensure prompt removal of objectionable content or infringing intellectual property after it has been posted. Accordingly, Company assumes no liability for any action regarding transmissions, communications, or content provided by any user or third party. The company will take down content and NFTs in response to Digital Millennium Copyright Act takedown notices and/or other intellectual property infringement claims and will terminate a seller’s access if the seller is deemed to be a repeat infringer.
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the NFT Marketplace have been copied in a way that constitutes copyright infringement, you may submit a notification to our legal department, by providing the following information in writing: (a) identification of the copyrighted work that is claimed to be infringed; (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the NFT Marketplace; (c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address; (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to: 1510 Willow Branch Avenue Jacksonville, FL 32205 or by e-mail to copyright.nft@nxlvl.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of Users who repeatedly infringe copyrights or intellectual property rights of others. Any User of the NFT Marketplace 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 content, NFT or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email to the addresses noted above) that sets forth: (a) your name, address, telephone number, e-mail address and physical or electronic signature; (b) 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 (c) 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.
2.3 Disputes. For the avoidance of doubt, NFTs transacted on the NFT Marketplace are considered “Digital Assets” as defined in the nXlvl Terms. Company reserves the right to (but is not required or obligated to take any action in relation to any disputes arising from purchases via the NFT Marketplace, including in connection with any auctions or other purchase methods.
2.4 Verification and Payment. To use the payment functionality required in connection with the NFT Marketplace, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy located at: https://www.dwolla.com/legal/tos/ and https://www.dwolla.com/legal/privacy/. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize the Company to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the NFT Marketplace, and Dwolla account notifications will be sent by the Company, not Dwolla. Company will provide customer support for your Dwolla account activity, and can be reached at: https://nxlvl.zohodesk.com/portal/en/home or support@nxlvl.app.
When you make purchases through the NFT Marketplace, including, without limitation, any purchase of NFTs, you must provide and maintain valid payment information in connection with your nXlvl Account (as defined in the nXlvl Terms). You represent and warrant that you are authorized to use the payment method (Dwolla – Terms here) you use via the NFT Marketplace to make any purchase. You authorize us to charge your payment method for the total amount of your purchase price. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. Other payments terms for purchases are set forth in the relevant sections of the nXlvl Terms.
Company has no liability to you or to any third party for any claims or damages that may arise because of any payments or transactions that you engage in via the NFT Marketplace, or any other payment or transactions that you conduct via the NFT Marketplace. The company does not provide refunds for any purchases that you might make on or through the NFT Marketplace – whether for NFTs or anything else. You will be solely responsible to pay all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the NFT Marketplace or your purchase or sale of NFTs, except for income taxes levied on Company as a result of fees associated with such purchases and sales of NFTs.
3.0 GENERAL USER OBLIGATIONS AND REPRESENTATIONS
3.1 Compliance with Laws. You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) in connection with your use of the NFT Marketplace. To comply with our legal obligations and maintain the security of the NFT Marketplace, we may need to restrict, suspend, or terminate your access to the NFT Marketplace. You acknowledge that the Company is under no obligation to disclose the details of its decision with respect to any restrictions, suspensions, or terminations.
3.2 Location of Access; No Sanctions. If you access or use the NFT Marketplace outside the United States, you are solely responsible for ensuring that your access and use of the NFT Marketplace in such country, territory or jurisdiction does not violate any applicable laws. By using the NFT Marketplace, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a U.S. Government embargo; (b) 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”); and (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions.
3.3 License to Content. In connection with your use of the NFT Marketplace, you may be able to post, upload, or submit content to be made available through the NFT Marketplace, 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 NFT Marketplace, except for rights expressly granted herein.
In order to operate the NFT Marketplace, we must obtain from you certain license rights in Your Content so that actions we take in operating the NFT Marketplace are not considered legal violations. Accordingly, by using the NFT Marketplace 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 (now know or later developed) but solely as required to be able to operate and provide services of the NFT Marketplace. You agree that this license includes the right for us to provide, promote, and improve the NFT Marketplace 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), 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 NFT Marketplace, and solely for purpose of providing the NFT Marketplace, 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.
3.4 Usage of Your Content. As part of the license grant set forth in Section 3.3, you agree that the other users of the NFT Marketplace 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 NFT Marketplace; 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 NFT Marketplace, 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 in these Marketplace Terms.
3.5 Removal of Content. We have the right to remove or refuse to post any of Your Content, including NFTs, (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 Marketplace Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of users of the NFT Marketplace or the public, or could create liability for Company or other users.
4.0 SPECIFIC REPRESENTATIONS AND OBLIGATIONS OF NFT SELLERS
4.1 Ownership of NFT Media. By minting, providing, or selling an NFT through the NFT Marketplace, 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 and sell the NFT on the NFT Marketplace and you will indemnify Company with respect to any claims by any third parties against Company resulting from a breach of the representation and warranty stated above.
4.2 NFT Purchase License. If you sell an NFT through the NFT Marketplace, you grant to the buyer of the NFT a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT Media for such purchased NFT, solely for the following purposes: (a) for the buyer’s own personal use; ; or (b) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the NFT Media for their NFTs to ensure that only the actual owner can display the NFT Media, and provided that the NFT Media is no longer visible once the owner of the NFTs leaves the website/application, however the owner may share a link to the NFT (the “NFT Purchase License”).
4.3 Standard Platform and Initial Sale of NFTs; Clearing Period. As part of the NFT Marketplace, Company offers a standard platform (the “Standard Platform”) which allows registered Users (subject to paying minting fees and other associated fees) to create NFT collections and mint and sell NFTs (the “Standard NFTs”) associated with the User’s NFT Media. Creators of Standard NFTs can also set their own royalty fee for their NFT collections. For an initial sale of a Standard NFT (i.e., the first instance a newly minted Standard NFT is sold by the creator to a buyer), the transaction proceeds from the sale of the Standard NFT (the “Transaction Proceeds”) shall be frozen in the seller’s account for a pre-specified period (the “Initial Sale Clearing Period”) after which the Transaction Proceeds will be released to the seller. Company may extend the Initial Sale Clearing Period for a further period of time (the “Extended Clearing Period”) provided that within the Initial Sale Clearing Period, a bona fide complaint is raised by the buyer or a third party for claims that relate to intellectual property infringement, the identity, legitimacy, authenticity and/or validity of legal title of the Standard NFT, violation by the seller of the nXlvl Terms , these Marketplace Terms and/or violation of the terms of the NFT sale as agreed between the seller and the buyer. For any claim raised by the buyer, the buyer shall furnish proof that the Standard NFT at issue remains in their account and agrees to have the NFT frozen pending resolution of the dispute. The buyer or third party submitting a complaint shall agree that the Company may supply a copy of this complaint to the seller, including the buyer/third party’s identity and contact details.
Company may also extend the Initial Sale Clearing Period for a further period if Company suspects the Standard NFT, the Standard NFT transaction, the seller’s activity in relation to the Standard NFT and/or the Transaction Proceeds to be in violation of the applicable terms of sale (including the nXlvl Terms and these Marketplace Terms) or any applicable laws and regulations.
After the Extended Clearing Period, Company may only continue to freeze the Transaction Proceeds if legal proceedings or investigations by the authorities have been commenced against the seller (and where such legal proceedings or investigations require the Transaction Proceeds to be frozen), or in such other circumstances that the Company deems appropriate in its sole discretion. For the avoidance of doubt, the Company reserves the right to freeze and take such other action in respect of the Transaction Proceeds (being Digital Assets or funds in a User’s Account) in accordance with the nXlvl Terms, regardless of whether the situation is expressly provided for under this Section 4.3. In such circumstances, the Company has the discretion to extend the freeze for any further duration pending the resolution of the dispute. If the Company does not receive proof that such a formal legal action or complaint has been filed within the Extended Clearing Period, the Company may be entitled to release the Transaction Proceeds to the seller. If the complainant and the seller can resolve the dispute at any stage, Company will require written confirmation of the resolution of the dispute from all parties before it may proceed to release the Transaction Proceeds to the seller. In no circumstances shall Company bear any liability or responsibility for any act or omission done in relation to the freezing (or omission to freeze) the Transaction Proceeds, and there shall be no freezing of any Transaction Proceeds as part of any secondary sale of Standard NFTs.
4.4 NFT Minting Rules. In addition, by minting a Standard NFT, you acknowledge and agree that you agree with all relevant NFT minting rules, which includes examples of inappropriate content and our right at our sole discretion to, among other things, delist or otherwise remove your NFT collection(s) or Standard NFTs from the NFT Marketplace. For the avoidance of doubt, any use of or interaction with the Standard Platform by any User is governed by terms in this Section 4 and the rest of these Marketplace Terms not in direct contradiction with terms in this Section 4.
5.0 SPECIFIC TERMS APPLICABLE TO NFT BUYERS
5.1 Rights in NFTs. When you purchase an NFT using the NFT Marketplace, 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.
5.2 Disclaimer Regarding Information Provided. In certain cases, we may help to evaluate or provide you with information about a seller of an NFT. However, such information is provided for informational purposes only. You bear full responsibility for verifying the authenticity, legitimacy, and identity of any NFT you purchase on the NFT Marketplace. We make no representations, guarantees, or promises about the identity, legitimacy, legality, decency, quality or authenticity of any NFT on the NFT Marketplace. Notwithstanding any sale clearing period that may be implemented for the sale of any NFTs, you acknowledge that the Company is not required or obligated to adjudicate or decide on any disputes in connection with any NFTs sold on the NFT Marketplace.
5.3 Limitations of NFT Purchase License. If you are a buyer of NFTs, then you acknowledge and agree that the NFT Purchase License set forth in Section 4.2 above only lasts as long as you are the valid owner and holder of the NFT associated with the licensed NFT Media. If you sell or transfer the NFT to another person, this NFT Purchase License will transfer to the other owner or holder of the NFT, and you will no longer have the benefits of such NFT Purchase License. Unless otherwise specified by the seller of an NFT in writing, your purchase of an NFT does not give you the right to publicly display, perform, distribute, sell, or otherwise reproduce the NFT or its related NFT Media for any commercial purpose. If you sell an NFT, you agree that you will not have any claims against the Company for any breach of these Marketplace Terms by a purchaser, including if they make commercial use of the related NFT Media in breach of these Marketplace Terms.
5.4 NFTs purchased on the NFT Marketplace may not be resold outside of the NFT Marketplace; however, they may be shared to others via a link.
6.0 MARKETING AND PROMOTIONAL ACTIVITIES; LOGO USAGE
6.1 Promotional Activities. Any marketing and promotional activities, whether in digital, print or any other form, that you may conduct in connection with your use of the NFT Marketplace are subject to our review and prior written approval. You should submit any such plan relating to marketing and promotional activities and materials for our review and provide any information that we reasonably request. The plan should contain all key information including but not limited to details of the relevant NFT projects, all planned media channels or distributions, relationships between different counterparties, etc. No mention of token-related topics or any implication relating to token issue or listing, or collaboration with nXlvl may be included. You must not create and/or publish any marketing or promotional materials that may: (a) be deemed false and misleading; (b) breach or infringe the rights of any third parties, including intellectual property rights; (c) breach any applicable laws and regulations; (d) breach any of our guidelines or instructions that may be made available to you; and (e) bring into disrepute or damage the goodwill of nXlvl and/or NFT Marketplace. We reserve the right to require changes or suspension to such plans and activity as we deem necessary and reject any plan and activity in its entirety in our absolute discretion. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation, loss of goodwill and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any such marketing and promotional activities that you conduct in connection with your use of the NFT Marketplace.
6.2 Use of Marks. Subject to further guidelines that may be made available to you, we may permit you to use one or more of the nXlvl Marks (as defined below), at our sole discretion, for the sole purposes of marketing or promoting your NFTs on the NFT Marketplace. Terms of such guidelines made available to you shall be incorporated into these terms by express reference herein. You must not use nXlvl’s name, logo, trade names and any other marks (“nXlvl Marks”) without our prior written approval.
7.0 ASSUMPTION OF RISK
7.1 Inherent Risks of NFTs. DO YOUR OWN RESEARCH. You accept and acknowledge that (i) the value of an NFT is subjective; prices of an NFT are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices; (ii) a lack of use or public interest in NFTs could negatively impact the potential utility of NFTs; (iii) the regulatory regime governing NFTs is uncertain, and new regulations or policies may materially adversely affect the utility of NFTs; and (iv) 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, buy, transfer, or otherwise interact with any NFTs.
You further acknowledge and agree it is your sole responsibility to carry out all necessary due diligence for all your activities relating to NFTs, and you represent and warrant that you have not and are not relying on, and shall have no remedies, in respect of any statement or representation made by Company in relation to any sale, purchase, transfer or interaction otherwise with any NFTs on or through the NFT Marketplace. You acknowledge that you have obtained sufficient information to make an informed decision to mint, sell and/or purchase an NFT, including carefully reviewing the code of the smart contract and the NFT prior to purchase and fully understand and accept the functions of the same.
7.2 Disclaimer. The Company does not control or endorse purchases or sales of NFTs outside of the NFT Marketplace. 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 NFT Marketplace. Certain parts of the NFT Marketplace may display, include, or make available content, data, information, applications or materials from third parties (“Third Party Materials”). By using the NFT Marketplace, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials. The Company does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, or for any other materials, products, or services of third parties.
7.3 Disputes Between Users. IF YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE NFT MARKETPLACE, 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 AGREEING TO 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 FAVOUR AT THE TIME OF AGREEING TO THIS RELEASE.
8.0 OWNERSHIP OF NFT MARKETPLACE
The NFT Marketplace, including its “look and feel” (e.g., text, graphics, images, logos, etc.), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Company logo and all designs, text, graphics, pictures, data, software and the selection and arrangement thereof are the sole and exclusive property of Company or our affiliates, licensors, or users, as applicable, and You agree not to take any action(s) inconsistent with such ownership by Company.
The Company’s name, logo, and trademarks are solely owned by the Company and/or our affiliates or licensors and may not be copied or used, in whole or in part, without our prior written permission in each instance. All other third-party trademarks, registered trademarks, and product names mentioned on NFT Marketplace or contained in the content linked to or associated with any NFTs displayed on the NFT Marketplace are the property of their respective owners and may not be copied 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 Company.
We welcome feedback, comments, and suggestions for improvements to the NFT Marketplace (“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 NFT Marketplace or in any such Feedback.
9.0 INDEMNITY AND LIMITATION OF LIABILITY
9.1 Indemnity. By agreeing to these Marketplace Terms and/or accessing the NFT Marketplace, you agree to indemnify, defend, and hold harmless Company and its employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, (individually and collectively, the “Indemnified Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, 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, , 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 NFT Marketplace, content, NFTs, or content linked to or associated with any NFTs; (b) your violation or breach of any term of these Marketplace Terms or applicable law, and (c) your negligence or willful misconduct. You agree to promptly notify Company of any Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have control of the defense or settlement of any Claims.
9.2 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATED TO THE LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVING, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE, OR PERFORMANCE OF THE NFT MARKETPLACE. ACCESS TO, AND USE OF, THE NFT MARKETPLACE IS 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 COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE NFT MARKETPLACE INCLUDING RELATED CONTENT, AND NFTS RESIDENT THEREON, EXCEED $100.
10.0 USER TERMINATION AND SUSPENSION
If you breach any of the provisions of these Marketplace 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 NFT Marketplace (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.
Company 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, to provide you with continued access to the NFT Marketplace and/or to investigate a potential violation of these Marketplace Terms.
11.0 CONTACT FOR COMPANY; COMMUNICATION
11.1 Company Contact Information. General questions or comments about the NFT Marketplace or these Marketplace Terms should be sent either by mail to 1510 Willow Branch Avenue Jacksonville, FL 32205 or by contacting the customer support team at mail to: support@nxlvl.app.
11.2 Communication Preferences. By default, You consent to receive electronic communications from Company and/or its affiliates (e.g., via email, push notification, text messages, etc.). These communications may include notices about your account (e.g., transactional information) or other matters relative to the NFT Marketplace. We may also send you promotional communications via email to the extent that we believe they may be of interest to you.
12.0 ADDITIONAL PROVISIONS
12.1 Governing Law and Venue. These Marketplace Terms and your access to and use of the NFT Marketplace shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in the nXlvl Terms, shall be resolved in the state or federal courts of the state of Delaware, and the United States, respectively, sitting in the State of Delaware.
12.2 Injunctive Relief. You agree that a breach of these Marketplace Terms may cause irreparable injury to Company for which monetary damages would not be an adequate remedy and in such case, Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
12.3 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
12.4 Export. You agree that you will not export or re-export, directly or indirectly, information, content, NFTs, and/or other materials provided by Company hereunder either through the NFT Marketplace or otherwise, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.