Terms of Service
Welcome aboard to NFTIV!
By signing up for an NFTIV Account (as defined in Section 1) or by using any
NFTIV Services (as defined below), you are agreeing to be bound by the following terms and conditions
(the “Terms of Service”).As used in these Terms of Service, “we”, “us”, “our” and “NFTIV” means the
applicable NFTIV Contracting Party (as defined in Section 13 below), and “you” means the NFTIV User (if
registering for or using an NFTIV Service as an individual), or the business employing the NFTIV User
(if registering for or using an NFTIV Service as a business) and any of its affiliates.
NFTIV
provides a complete commerce platform that enables merchants to unify their commerce activities. Among
other features, this platform includes a range of tools for merchants to build and customize online
stores, sell in multiple places (including web, mobile, social media, online marketplaces, and other
online locations (“Online Services”)), manage products, inventory, payments, fulfillment, shipping,
business operations, marketing, and advertising, and engage with existing and potential customers. Any
such service or services offered by NFTIV are referred to in these Terms of Services as the
“Service(s)”. Any new features or tools which are added to the current Services will also be subject to
the Terms of Service.
You must read, agree with and accept all of the terms and conditions
contained or expressly referenced in these Terms of Service, including NFTIV’s Acceptable Use Policy
(“AUP”) and Privacy Policy, and, if applicable, the Supplementary Terms of Service for E.U. Merchants ("EU
Terms"), the NFTIV API License and Terms of Use (“API Terms”) and the NFTIV Data Processing
Addendum (“DPA”) before you may sign up for an NFTIV Account or use any NFTIV Service. Additionally, if
you offer goods or services in relation to COVID-19, you must read, acknowledge and agree to the Rules
of Engagement for Sale of COVID-19 Related Products.
Everyday language summaries are provided for
convenience only and appear in bold near each section, but these summaries are not legally binding.
Please read the Terms of Service, including any document referred to in these Terms of Service, for the
complete picture of your legal requirements. By using NFTIV or any NFTIV services, you are agreeing to
these terms. Be sure to occasionally check back for updates.
1. Account Terms
To access and use the Services, you can
access them through the non-custodial wallet (i.e Metamask) and/or via email. Users must register for an
NFTIV account (“Account”). To complete your Account registration, you must provide us with your full
legal name, business address, phone number, valid email address, and any other information indicated as
required. NFTIV may reject your application for an Account, or cancel an existing Account, for any
reason, at our sole discretion.
You must be older of: (i) 18 years, or (ii) at least the age of
majority in the jurisdiction where you reside and from which you use the Services to open an
Account.
You confirm that you are receiving any Services provided by NFTIV for the purposes of
carrying on business activity and not for any personal, household or family purpose.
You acknowledge
that NFTIV will use the email address you provide on opening an Account or as updated by you from time
to time as the primary method for communication with you (“Primary Email Address”). You must monitor the
Primary Email Address you provide to NFTIV and your Primary Email Address must be capable of both
sending and receiving messages. Your email communications with NFTIV can only be authenticated if they
come from your Primary Email Address.
You are responsible for keeping your password secure. NFTIV
cannot and will not be liable for any loss or damage from your failure to maintain the security of your
Account and password.
Technical support in respect of the Services is only provided to NFTIV Users.
Questions about the Terms of Service should be sent to NFTIV Support.
You agree not to reproduce,
duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to
the Services without the express written permission by NFTIV.
You agree not to work around, bypass,
or circumvent any of the technical limitations of the Services, including processing orders outside
NFTIV’s Checkout, using any tool to enable features or functionalities that are otherwise disabled in
the Services, or decompile, disassemble or otherwise reverse engineer the Services.
You agree not to
access the Services or monitor any material or information from the Services using any robot, spider,
scraper, or other automated means.
You understand that your Materials may be transferred unencrypted
and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the
technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright
content, any products or services you sell through the Services (including description and price), and
any photos, images, videos, graphics, written content, audio files, code, information, or other data
provided or made available by you or your affiliates to NFTIV or its affiliates.
THIS MEANS
You are responsible for your Account, the Materials
you upload to the NFTIV Service, and the operation of your NFTIV NaaS Store. If you violate NFTIV’s
terms of service we may cancel your service access. If we need to reach you, we will communicate via the
Primary Email Address.
2. Account Activation
2.1
Web 3.0 Store Owner
Subject to Section 2.1.2, the person signing up for the Service
by opening an Account will be the contracting party (“Web 3.0 Store Owner ”) for the purposes of our
Terms of Service and will be the person who is authorized to use any corresponding Account we may
provide to the Web 3.0 Store Owner in connection with the Service. You are responsible for ensuring that
the name of the Web 3.0 Store Owner (including the legal name of the company that owns the Web 3.0
Store, if applicable) is clearly visible on the Store’s website.
If you are signing up for the
Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for
the Services on behalf of your employer, then you must use your employer-issued email address and you
represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your
NFTIV Web 3.0 Store can only be associated with one Web 3.0 Store Owner. A Web 3.0 Store Owner may have
multiple Web 3.0 Stores. You agree to use NFTIV Checkout for your store. “Store” means the online store
(whether hosted by NFTIV or on a third party website), or any storefront built on top of the Storefront
API) or physical retail location(s) associated with the Account.
2.2 Staff Accounts
Based on your NFTIV pricing plan, you
can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account.
Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the
Store Owner can set permissions and let other people work in their Account while determining the level
of access by Staff Accounts to specific business information (for example, you can limit Staff Account
access to sales information on the Reports page or prevent Staff Accounts from changing general store
settings).The Store Owner is responsible for: (a) ensuring its employees, agents, and subcontractors,
including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of
Service by the Web 3.0 Store Owner employees, agents, or subcontractors. The Web 3.0 Store Owner
acknowledges and agrees that Store Owner will be responsible for the performance of all of its
obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such
obligations to any third party, including but not limited to any affiliates or subsidiaries of Commerce
Owner.
The Web 3.0 Store Owner and the users under Staff Accounts are each referred to as an “NFTIV
User”.
3. NFTIV Rights
The Services
have a range of features and functionalities. Not all Services or features will be available to all
Merchants at all times and we are under no obligation to make any Services or features available in any
jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the
right to modify the Services or any part thereof for any reason, without notice, and at any time.
NFTIV
does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from
any part of the Services, including if we determine in our sole discretion that the goods or services
that you offer through the Services, or the Materials uploaded or posted to the Services, violate our
AUP or these Terms of Service.
Verbal or written abuse of any kind (including threats of abuse or
retribution) of any NFTIV employee, member, or officer will result in immediate Account termination.
We
reserve the right to provide our Services to your competitors and make no promise of exclusivity. You
further acknowledge and agree that NFTIV employees and contractors may also be NFTIV customers or
merchants and that they may compete with you, although they may not use your Confidential Information
(as defined in Section 6) in doing so.
In the event of a dispute regarding Account ownership, we
reserve the right to request documentation to do the standard KYC process and determine or confirm
Account ownership. Documentation may include but is not limited to, a scanned copy of your business
license, government-issued photo ID, the last four digits of the credit card on file, or confirmation of
your status as an employee of an entity.
NFTIV reserves the right to determine, in our sole
discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are
unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and
remedies, NFTIV reserves the right to temporarily suspend or disable an Account until resolution has
been determined between the disputing parties.
4. Your
Responsibilities
You acknowledge and agree to provide public-facing contact
information, a refund policy, and order fulfillment timelines on your NFTIV Web 3.0 Store. You
acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the
Services is directly between you and the customer. You are the seller of record for all items you sell
through the Services. You are responsible for the creation and operation of your NFTIV Web 3.0 Store,
your Materials, the goods and services that you may sell through the Services, and all aspects of the
transactions between you and your customer(s). This includes, but is not limited to, authorizing the
charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or
customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or
actual violation of applicable laws (including but not limited to consumer protection laws in any
jurisdiction where you offer products or services for sale), or your breach of these Terms of Service.
You represent and warrant that your Store, your Materials and the goods and services you sell through
the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations
or rights of third parties. For the avoidance of doubt, NFTIV will not be the seller or merchant or
record and will have no responsibility for your Store or items sold to customers through the
Services.
You are solely responsible for the goods or services that you may sell through the Services
(including description, price, fees, tax that you calculate, defects, required legal disclosures,
regulatory compliance, offers or promotional content), including compliance with any applicable laws or
regulations. You may not use the NFTIV Services for any illegal or unauthorized purpose nor may you, in
the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright
laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the
Province of Ontario. You will comply with all applicable laws, rules and regulations (including but not
limited to obtaining and complying with the requirements of any license or permit that may be necessary
to operate your store or that may be held by you) in your use of the Service and your performance of
obligations under the Terms of Service.
The API Terms govern your access to and use of the NFTIV API
(as defined therein). You are solely responsible for the activity that occurs using your API Credentials
(as defined in the API Terms) and for keeping your API Credentials secure.
You agree to use NFTIV
Checkout for any sales associated with your online store. “NFTIV Checkout” means NFTIV’s checkout
experience that allows Customers to enter their shipping information and payment details after adding
item(s) to their cart and before placing an order, including checkouts that occur through the NFTIV
Checkout API.
5. Payment of Fees and
Taxes
You will pay the Fees applicable to your subscription to Online Service
and/or Other Services (“Subscription Fees”) and any other applicable fees, including but not limited to
applicable fees relating to the value of sales made through your Store when using all payment providers
other than NFTIV Payments (“Transaction Fees”), and any fees relating to your purchase or use of any
products or services such as NFTIV Payments, apps, Themes, social media services, marketing advisory
services, domain names, Experts Marketplace, or Third Party Services (“Additional Fees”). Together, the
Subscription Fees, Transaction Fees, and Additional Fees are referred to as the “Fees”.
You must keep
a valid payment method on file with us to pay for all incurred and recurring Fees. NFTIV will charge
applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and NFTIV
will continue to charge the Authorized Payment Method for applicable Fees until the Services are
terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all
Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
Subscription
Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”).
Transaction Fees and Additional Fees will be charged from time to time at NFTIV’s discretion. You will
be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees
will appear on an invoice, which will be sent to the Web 3.0 Store Owner via the Primary Email Address
provided. As well, an invoice will appear on the Account page of your Store’s administrative console.
Users have approximately two weeks to bring up and settle any issues with the billing of Subscription
Fees.
If we are not able to process payment of Fees using an Authorized Payment Method, we will make
a second attempt to process payment using any Authorized Payment Method, typically 14 days later, but
NFTIV may attempt sooner. If the second attempt is not successful, we will make a final attempt,
typically 14 days following the second attempt, but in certain circumstances, NFTIV may do this second
attempt sooner. If our final attempt is not successful, we may suspend and revoke access to your Account
and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the
Fees applicable to your next billing cycle. You may not be able to access your Account or your
storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following
the date of suspension, NFTIV reserves the right to terminate your Account in accordance with Section
13.All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales,
goods, and services, harmonized or other taxes, fees or charges now in force or enacted in the future
(“Taxes”).You are responsible for all applicable Taxes that arise from or as a result of your
subscription to or purchase of NFTIV’s products and services. To the extent that NFTIV charges these
Taxes, they are calculated using the tax rates that apply based on the billing address you provide to
us. Such amounts are in addition to the Fees for such products and services and will be billed to your
Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with
evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies
applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and
after the date, we receive evidence satisfactory to NFTIV of your exemption. If you are not charged
Taxes by NFTIV, you are responsible for determining if Taxes are payable, and if so, self-remitting
Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums
payable by you to NFTIV under these Terms of Service will be paid free and clear of any deductions or
withholdings whatsoever. Other than Taxes charged by NFTIV to you and remitted to the appropriate tax
authorities on your behalf, any deductions or withholdings that are required by law will be borne by you
and paid separately to the relevant taxation authority. NFTIV will be entitled to charge the full amount
of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such
deduction or withholding that may be required.
You are solely responsible for determining,
collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and
additional charges that arise from or as a result of any sale on your NFTIV Web 3.0 Store or your use of
the Services. The Services are not a marketplace. Any contract of sale made through the Services is
directly between you and the customer.
You must maintain an accurate location in the administrative
console of your NFTIV Store. If you change jurisdictions you must promptly update your location in the
administrative console. NFTIV does not provide refunds.
THIS
MEANS
A valid payment method (such as a credit card) must remain on file to pay all
service fees, including the subscription, transaction and additional fees required for all stores. You
will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be
charged to your payment method. If we are unable to process payment of Fees using your payment method,
we will try again in 14 days (or sooner). If we are unable to process your payment of Fees on the second
attempt, we will make a third and final attempt fourteen days later (or sooner). If payment of Fees is
unsuccessful after three attempts, NFTIV may freeze your store. You are responsible for all taxes
relating to your Store or use of the Services. may be required to remit Taxes to NFTIV or to self-remit
to your local taxing authority. No refunds.
6.
Confidentiality
“Confidential Information” will include, but will not be limited
to, any and all information associated with a party’s business and not publicly known, including
specific business information, technical processes and formulas, software, customer lists, prospective
customer lists, names, addresses and other information regarding customers and prospective customers,
product designs, sales, costs (including any relevant processing fees), price lists, and other
unpublished financial information, business plans and marketing data, and any other confidential and
proprietary information, whether or not marked as confidential or proprietary. NFTIV’s Confidential
Information includes all information that you receive relating to us, or to the Services, that is not
known to the general public including information related to our security program and practices.
Each
party agrees to use the other party’s Confidential Information solely as necessary for performing its
obligations under these Terms of Service and in accordance with any other obligations in these Terms of
Service including this Section 6. Each party agrees that it will take all reasonable steps, at least
substantially equivalent to the steps it takes to protect its own proprietary information, to prevent
the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its
employees, agents and subcontractors who must have access to such Confidential Information to perform
such party’s obligations hereunder, who each will treat such Confidential Information as provided
herein, and who are each subject to obligations of confidentiality to such party that are at least as
stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court
of proper jurisdiction over the parties and the subject matter contained in these Terms of Service,
provided that, if legally permitted, the receiving party will give the disclosing party prompt written
notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential
treatment. Confidential Information will not include any information that the receiving party can prove:
(A) was already in the public domain, or was already known by or in the possession of the receiving
party, at the time of disclosure of such information; (B) is independently developed by the receiving
party without use of or reference to the other party’s Confidential Information, and without breaching
any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party
from a source other than the disclosing party without breaching any provision of these Terms of Service.
THIS MEANS
Both you and NFTIV agree to use the Confidential
Information of the other only to perform the obligations in these Terms of Service. Confidential
Information must be protected and respected.
7.
Limitation of Liability and Indemnification
You expressly understand and agree
that, to the extent permitted by applicable laws, NFTIV and its suppliers will not be liable for any
direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to,
damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating
to the use of or inability to use the Service or these Terms of Service (however arising, including
negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries,
affiliates, NFTIV partners, officers, directors, agents, employees, and suppliers harmless from any
claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of
(a) your breach of these Terms of Service or the documents it incorporates by reference (including the
AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the
transaction between you and your Customer, including but not limited to refunds, fraudulent
transactions, alleged or actual violation of applicable laws (including but not limited to Federal and
State consumer protection laws), or your breach of the Terms of Service.
You will be responsible for
any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if
it were your own breach. Your use of the Services is at your sole risk. The Services are provided on an
“as is” and “as available” basis without any warranty or condition, express, implied or statutory. NFTIV
does not warrant that the Services will be uninterrupted, timely, secure, or error-free. NFTIV does not
warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
NFTIV is not responsible for any of your tax obligations or liabilities related to the use of NFTIV’s
Services. NFTIV does not warrant that the quality of any products, services, information, or other
materials purchased or obtained by you through the Services will meet your expectations, or that any
errors in the Services will be corrected.
THIS MEANS
We
are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go
against the rights of a third party. The Service is provided on an “as is” and “as available” basis. We
provide no warranties and our liability is limited in the event of errors or
interruptions.
8. Intellectual Property and Your
Materials
8.1 Your Materials
We do not claim ownership of the Materials you
provide to NFTIV; however, we do require a license to those Materials. You grant NFTIV a non-exclusive,
transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute,
expose, modify, run, copy, store, publicly perform, communicate to the public (including by
telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative
works of any Materials provided by you in connection with the Services. We may use our rights under this
license to operate, provide, and promote the Services and to perform our obligations and exercise our
rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights
in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in
the Materials in favor of NFTIV and agree that this waiver may be invoked by anyone who obtains rights
in the materials through NFTIV, including anyone to whom NFTIV may transfer or grant (including by way
of license or sublicense) any rights in the Materials.
If you owned the Materials before providing
them to NFTIV then, despite uploading them to your NFTIV Store they remain yours, subject to any rights
or licenses granted in the Terms of Service or elsewhere. You can remove your NFTIV Store at any time by
deleting your Account. Removing your NFTIV Store does not terminate any rights or licenses granted to
the Materials that NFTIV requires to exercise any rights or perform any obligations that arose during
the Term.
You agree that NFTIV can, at any time, review and delete any or all of the Materials
submitted to the Services, although NFTIV is not obligated to do so.
You grant NFTIV a non-exclusive,
transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks,
service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote
the Services and to perform our obligations and exercise our rights under the Terms of Service. This
license will survive any termination of the Terms of Service solely to the extent that NFTIV requires
the license to exercise any rights or perform any obligations that arose during the
Term.
8.2 NFTIV Intellectual Property
You
agree that you may not use any trademarks, logos, or service marks of NFTIV, whether registered or
unregistered, including but not limited to the word mark NFTIV, the word mark SHOP, the word mark SHOP
PAY, and the “S” and shopping bag design mark (“NFTIV Trademarks”) unless you are authorized to do so by
NFTIV in writing. You agree not to use or adopt any marks that may be considered confusing with the V
Trademarks. You agree that any variations or misspellings of the NFTIV Trademarks would be considered
confusing with the NFTIV Trademarks.
You agree not to purchase, register, or use the search engine or
other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or
domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or
include NFTIV or NFTIV Trademarks or that use or include any terms that may be confusing with the NFTIV
Trademarks.
You acknowledge and agree that the Terms of Service do not give you any right to
implement NFTIV patents.
9. Additional Services
9.1
Theme Store
You may establish the appearance of your NFTIV Store with a design
template from NFTIV’s Theme Store (a “Theme”). If you download a Theme, you are licensed to use it for a
single Store only. You are free to transfer a Theme to a second one of your own Stores if you close your
first Store. To initiate a transfer of a Theme to a second one of your Stores, please contact NFTIV
Support. You are not permitted to transfer or sell a Theme to any other person’s Store on NFTIV or
elsewhere. Multiple Stores require multiple downloads and each download is subject to the applicable
fee. NFTIV gives no assurance that a particular Theme will remain available for additional
downloads.
You may modify the Theme to suit your Store. NFTIV may add or modify the footer in a Theme
that refers to NFTIV at its discretion. NFTIV may modify the Theme where it contains, in our sole
discretion, an element that violates the NFTIV AUP or other provisions of the Terms of Service, even if
you received the Theme in that condition. NFTIV may modify the Theme to reflect technical changes and
updates as required. The intellectual property rights of the Theme remain the property of the designer.
If you exceed the rights granted by your purchase of a Theme, the designer may take legal action against
you, and, without prejudice to our other rights or remedies, NFTIV may take administrative action such
as modifying your Store or closing your Store. Technical support for a Theme is the responsibility of
the designer, and NFTIV accepts no responsibility to provide such support. NFTIV may be able to help you
contact the designer. It is the responsibility of the user, and not NFTIV, to ensure that the
installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the
user.
9.7 Third Party Services, Experts, and Experts
Marketplace
NFTIV may from time to time recommend, provide you with access to, or
enable third party software, applications (“Apps”), products, services or website links (collectively,
“Third Party Services”) for your consideration or use, including via the NFTIV App Store, or Experts
Marketplace. Such Third Party Services are made available only as a convenience, and your purchase,
access or use of any such Third Party Services is solely between you and the applicable third party
services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be
bound by the additional service-specific terms applicable to services you purchase from, or that are
provided by, Third Party Providers.
NFTIV Experts is an online directory of independent third parties
(“Experts”) that can help you build and operate your NFTIV Web 3.0 Store. You can engage and work with
an Expert directly or through Experts Marketplace. Experts Marketplace provides you with recommendations
on Experts that can assist you with different aspects of your Store. Using Experts Marketplace, you can
find, hire, and communicate with Experts directly from your Account admin. Any use by you of Third Party
Services offered through the Services, NFTIV Experts, Experts Marketplace or NFTIV’s website is entirely
at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or
privacy policies applicable to such Third Party Services before using them. In some instances, NFTIV may
receive a revenue share from Third Party Providers that NFTIV recommends to you or that you otherwise
engage through your use of the Services, NFTIV Experts, Experts Marketplace or NFTIV’s website.
We do
not provide any warranties or make representations to you with respect to Third Party Services. You
acknowledge that NFTIV has no control over Third Party Services and will not be responsible or liable to
you or anyone else for such Third Party Services. The availability of Third Party Services on NFTIV’s
websites, including the NFTIV App Store or Experts Marketplace, or the integration or enabling of such
Third Party Services with the Services does not constitute or imply an endorsement, authorization,
sponsorship, or affiliation by or with NFTIV. NFTIV does not guarantee the availability of Third Party
Services and you acknowledge that NFTIV may disable access to any Third Party Services at any time in
its sole discretion and without notice to you. NFTIV is not responsible or liable to anyone for
discontinuation or suspension of access to, or disablement of, any Third Party Service. NFTIV strongly
recommends that you seek specialist advice before using or relying on Third Party Services, to ensure
they will meet your needs. In particular, tax calculators should be used for reference only and not as a
substitute for independent tax advice, when assessing the correct tax rates you should charge to your
customers.
If you install or enable a Third Party Service for use with the Services, you grant us
permission to allow the applicable Third Party Provider to access your data and other Materials and to
take any other actions as required for the interoperation of the Third Party Service with the Services,
and any exchange of data or other Materials or other interaction between you and the Third Party
Provider is solely between you and such Third Party Provider. NFTIV is not responsible for any
disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or
damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your
data or other Materials. Google Maps is a Third Party Service that is used within the Services. Your use
of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal
Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy
Policy as it may be amended by Google from time to time.
You acknowledge and agree that: (i) by
submitting a request for assistance or other information through Experts Marketplace, you consent to
being contacted by one or more Experts at the Primary Email Address (or such other email address
provided by you) as well as the applicable user email address; and (ii) NFTIV will receive all email
communications exchanged via Experts Marketplace or in any reply emails (each a “Reply”) that originate
from Experts Marketplace (directly or indirectly) between yourself and Experts. You further agree that
NFTIV may share your contact details and the background information that you submit via the Experts
Marketplace with Experts. Experts may require access to certain admin pages on your NFTIV Store. You
choose the pages that the Experts can access. The relationship between you and any Third Party Provider
is strictly between you and such Third Party Provider, and NFTIV is not obligated to intervene in any
dispute arising between you and a Third Party Provider. Under no circumstances will NFTIV be liable for
any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other
damages whatsoever, that result from any Third Party Services or your contractual relationship with any
Third Party Provider, including any Expert. These limitations will apply even if NFTIV has been advised
of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted
by applicable law. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries,
affiliates, NFTIV partners, officers, directors, agents, employees, and suppliers harmless from any
claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service
or your relationship with a Third Party Provider.
10.
Feedback and Reviews
NFTIV welcomes any ideas and/or suggestions regarding
improvements or additions to the Services. Under no circumstances will any disclosure of any idea,
suggestion or related material or any review of the Services, Third Party Services or any Third Party
Provider (collectively, “Feedback”) to NFTIV be subject to any obligation of confidentiality or
expectation of compensation. By submitting Feedback to NFTIV (whether submitted directly to NFTIV or
posted on any NFTIV-hosted forum or page), you waive any and all rights in the Feedback and that NFTIV
is free to implement and use the Feedback if desired, as provided by you or as modified by NFTIV,
without obtaining permission or license from you or from any third party. Any reviews of a Third Party
Service or Third Party Provider that you submit to NFTIV must be accurate to the best of your knowledge,
and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing on
intellectual property rights, or otherwise injurious to third parties or objectionable. NFTIV reserves
the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party
Providers but does not regularly inspect posted Feedback.
THIS MEANS
We
welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our
Services or the services of third parties remain confidential and we can use the feedback in any way we
want.
11. DMCA Notice and Takedown
Procedure
NFTIV supports the protection of intellectual property and asks NFTIV
users to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If
someone believes that one of our merchants is infringing their intellectual property rights, they can
send a DMCA Notice to NFTIV’s designated agent using our form. Upon receiving a DMCA Notice, we may
remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a
notice of takedown, the merchant can reply with a counter notification using our form if they object to
the complaint. The original complainant has 14 business days after we receive a counter-notification to
seek a court order restraining the merchant from engaging in the infringing activity, otherwise, we
restore the material. Learn more at Reporting Intellectual Property Infringement.
THIS MEANS
NFTIV respects intellectual property rights and you
should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing
content from your Store. If you don’t think the claim is valid, you can send a counter-notification. If
you believe one of our merchants is infringing your intellectual property rights, you can send NFTIV a
DMCA Notice. We will expeditiously disable access or remove the content and notify the merchant.
12. Privacy and Data Protection
NFTIV is firmly committed
to protecting the privacy of your personal information and the personal information of your customers.
By using the Service, you acknowledge and agree that NFTIV’s collection, usage, and disclosure of this
personal information is governed by our Privacy Policy.
To the extent that NFTIV processes personal
information of your customers as a “data processor” or “service provider” under certain data privacy or
protection laws, including the EU or UK General Data Protection Regulation and the California Consumer
Privacy Act, NFTIV’s collection and use of personal information is also subject to our Data Processing
Addendum.
THIS MEANS
NFTIV’s use and collection of
personal information is governed by our Privacy Policy. NFTIV’s use and collection of customer personal
information is further governed by our Data Processing Addendum.
13. Term and Termination
The term of these Terms of
Service will begin on the date of your completed registration for use of a Service and continue until
terminated by us or by you, as provided below (the “Term”).You may cancel your Account and terminate the
Terms of Service at any time by contacting NFTIV Support and then following the specific instructions
indicated to you in NFTIV’s response. Without limiting any other remedies, we may suspend or terminate
your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise
required by law), including if we suspect that you (by conviction, settlement, insurance or escrow
investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the
Services. Termination of the Terms of Service will be without prejudice to any rights or obligations
which arose prior to the date of termination.
Upon termination of the Services by either party for
any reason: NFTIV will cease providing you with the Services and you will no longer be able to access
your Account; unless otherwise provided in the Terms of Service, you will not be entitled to any refunds
of any Fees, pro rata or otherwise; any outstanding balance owed to NFTIV for your use of the Services
through the effective date of such termination will immediately become due and payable in full; and your
NFTIV Web 3.0 Store will be taken offline.
If you purchased a domain name through NFTIV, upon
cancellation your domain will no longer be automatically renewed. Following termination, it will be your
sole responsibility to handle all matters related to your domain with the domain provider. If there are
any outstanding Fees owed by you at the date of termination of the Service, you will receive one final
invoice via email. Once that invoice has been paid in full, you will not be charged
again.
THIS MEANS
To initiate termination, you must
contact Support. NFTIV will respond with specific information regarding the termination process for your
account. Once termination is confirmed, domains purchased through NFTIV will no longer be automatically
renewed. If you cancel in the middle of your billing cycle, you’ll have one last email invoice. We may
terminate your account at any time.
14.
Modifications
We reserve the right, in our sole and absolute discretion, to update
or change any portion of the Terms of Service at any time. We will provide you with reasonable advance
notice of changes to the Terms of Service that materially adversely affect your use of the Services or
your rights under the Terms of Service by sending an email to the Primary Email Address, providing
notice through the NFTIV administrative console, or by similar means. However, NFTIV may make changes
that materially adversely affect your use of the Services or your rights under the Terms of Service at
any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security
reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive.
Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be
effective immediately upon posting of such updated terms at this location. Your continued access to or
use of the Services after we provide such notice, if applicable, or after we post such updated terms,
constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended.
If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
NFTIV
may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice
prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through
the NFTIV administrative console, or by similar means. NFTIV will not be liable to you or to any third
party for any modification, price change, suspension or discontinuance of the Services (or any part
thereof).
THIS MEANS
If we make a material change to
the Terms of Service that adversely affects your rights under the Terms of Service or your use of our
Services in a material way, we will notify you in advance (unless the change relates to legal
requirements or to prevent abuse of our Services, among other things).
15. General Conditions
The Terms of Service, including the
documents it incorporates by reference, constitute the entire agreement between you and NFTIV and govern
your use of the Services and your Account, superseding any prior agreements between you and NFTIV
(including, but not limited to, any prior versions of the Terms of Service).The failure of NFTIV to
exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such
right or provision. If any provision of the Terms of Service, including all terms and conditions and
other documents it incorporates by reference, is held by a court of competent jurisdiction to be
contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives
of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms
of Service will remain in full force and effect. Save for NFTIV and its affiliates, you or anyone
accessing NFTIV Services pursuant to these Terms of Service, unless otherwise provided in these Terms of
Service, no person or entity who is not a party to these Terms of Service will have any right to enforce
any term of these Terms of Service, regardless of whether such person or entity has been identified by
name, as a member of a class or as answering a particular description. For the avoidance of doubt, this
will not affect the rights of any permitted assignee or transferee of these Terms
.The Terms of
Service will be governed by and interpreted in accordance with the laws of the Province of Ontario and
the laws of Canada applicable therein, without regard to principles of conflicts of laws. The Terms of
Service may be available in languages other than English. Any disputes arising out of these Terms of
Service will be resolved in English unless otherwise determined by NFTIV (acting in its sole discretion)
or as required by applicable law.
All the terms and provisions of the Terms of Service will be
binding upon and inure to the benefit of the parties to the Terms of Service and to their respective
heirs, successors, permitted assigns and legal representatives. NFTIV will be permitted to assign these
Terms of Service without notice to you or consent from you. You will have no right to assign or
otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third
party without NFTIV’s prior written consent, to be given or withheld in NFTIV’s sole discretion. If any
provision, or portion of the provision, in these Terms of Service is, for any reason, held to be
invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability
will not affect any other provision (or the unaffected portion of the provision) of the Terms of
Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable
provision, or portion of the provision, had never been contained within the Terms of Service.
On
termination, all related rights and obligations under the Terms of Service immediately terminate, except
that (a) you will remain responsible for performing all of your obligations in connection with
transactions entered into before termination and for any liabilities that accrued before or as a result
of termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6 (Confidentiality), 7 (Limitation
of Liability and Indemnification), 8.1 (Intellectual Property and Your Materials), 9.7(8)-(10) (Third
Party Services, Experts, and Experts Marketplace), 10 (Feedback and Reviews), 12 (Privacy and Data
Protection), 13 (Cancellation and Termination), 14(1) (Modifications), and 15(General Conditions) will
survive the termination or expiration of these Terms of Service.
