Terms of Use
Last modified: February 14, 2023
Introduction
Additional Terms and Policies
The Services
Digital Wallet
Eligibility and Restrictions
Prohibited User Conduct
User Feedback
User Contributions
Representations and Warranties
Intellectual Property
Third Party Websites or Resources
Fees and Payment Policy
Indemnification
Disclaimers
Assumption of Risk
Limitation of Liability
General Terms
Contact Information
Introduction
Welcome to https://www.sail.fun, a website-hosted user interface (the “Interface”) provided by SZNS Labs, Inc., and its affiliates (“SZNS,” “Company,” “Our,” or “We”). Please read these terms of use, together with any documents they expressly incorporate by reference (collectively, these “Terms“) carefully. These Terms govern your use of the Interface, and all related tools including decentralized applications, smart contracts, APIs, other platforms, or such other services offered by or associated with SZNS (collectively, the “Platform”). These Terms are entered into by and between you and SZNS. These Terms govern your access to and use of the Services (as defined herein). To make these Terms easier to read, the Interface, the Beta Services (as defined herein), and the Platform are collectively referred to as the “Services.” Some features of the Platform may be offered while still in an “experimental” or “beta” phase (the “Beta Services”).
The Platform allows users and groups of users to perform certain actions, including the pooling of funds to collectively purchase, own, and eventually sell non-fungible tokens (each, an “NFT”) through the means of governance tokens (“$SHIP Tokens,” collectively with NFTs, “Digital Assets”). $SHIP Tokens represent fractional ownership and governance rights in the NFTs, collectively acquired by Captains and Sailors (as each term is defined herein). $SHIP Tokens are intended to promote (i) access to NFT collectibles, (ii) proof of ownership of collectively owned NFTs, and (iii) collective management of NFTs.
For purposes of these Terms, “user,” “you,” and “your” means you as the user of the Services. By using the Services on behalf of a company or other entity, “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.
SZNS is not a wallet provider, exchange, broker, financial institution, or creditor. SZNS provides a peer-to-peer Platform that helps users discover and interact with each other in order to collectively purchase, own, and eventually sell NFTs. SZNS does not have custody or control over the NFTs or any $SHIP Token you are interacting with, and We do not execute or effectuate purchases, transfers, or sales of Digital Assets. To use the Services, you must use a compatible, non-custodial third-party digital wallet (a “Digital Wallet”) to engage in transactions on the Ethereum blockchain.
By continuing to browse, access, and use the Services, you agree to accept and comply with these Terms. Your use of, and participation in, certain Services may be subject to additional terms and such additional terms will either be listed in these Terms or will be presented to you for your acceptance when you use these certain Services. If these Terms are inconsistent with any of the additional terms, the additional terms shall control with respect to any inconsistency.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. If you violate any of these Terms, or otherwise violate any agreement between you and Us, We may prohibit you from using or accessing the Services, at any time in Our sole discretion, with or without notice. In addition, SZNS reserves the right, in its sole discretion, to modify or discontinue the Services or any portion thereof, with or without notice, and without liability to you. You are responsible for regularly reviewing these Terms at [https://docs.sail.io/legal/terms-of-use] to view the then-current Terms. If you do not agree with these Terms, you may not access or use any part of the Services. SZNS reserves the right to change or modify these Terms at any time and in Our sole discretion, so please check these Terms periodically for updates.
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND SZNS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU ARE WAIVING YOUR RIGHTS TO A CLASS ACTION AND A JURY TRIAL. PLEASE REVIEW CAREFULLY SECTION 17(B) (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.
$SHIP TOKENS PURCHASED ON THE PLATFORM ARE NON-RETURNABLE.
Additional Terms and Policies
The use of the Services is subject to additional terms and policies as may be posted or visible on the Services from time to time, which will include the following:
Privacy Policy. Please review the Privacy Policy linked here, which also governs your use of the Services. By submitting personal data through the Services, you agree to the terms of the Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.
Terms Relating to the Purchase and Sale of Digital Assets. Captains and Sailors (as each such term is defined below), will be subject to additional terms as agreed upon between them, including the Ship Parameters.
Third-Party Service Providers. We may partner with certain third-party service providers to assist with transactions, identify verification, fraud-prevention, and for other relevant legal and compliance functions. Among other, by using the Services, you agree to:
Gnosis Limited, Terms and Conditions and Privacy Policy.
Ozone Networks, Inc. d/b/a OpenSea, Terms of Service and Privacy Policy.
The Services
A. Captain and Sailor. The Services allow Captains and Sailors (each as defined herein) to purchase, own, and sell NFTs as a group. “Captain” shall mean a user of the Services who proposes to collectively purchase NFTs with other users (each a “Sailor”) by determining required parameters through the Platform, including: (i) the name for such group of users, (ii) the target NFT collection, (iii) the minimum funding goal, (iv) the Captain Fee (as defined herein), and (v) the time period during which such users can pool funds and collectively purchase NFTs (collectively, the “Ship Parameters”). After a Captain has set the Ship Parameters, Sailors can purchase $SHIP Tokens through the Platform. SZNS is not a party to any transaction between Captains and Sailors.
B. Services do not Include Buying and Selling NFTs. Captains and Sailors who come to an agreement to jointly purchase and own an NFT, can use the Platform to purchase and own such NFT. The Platform will also enable such group of users owning an NFT to vote on the terms related to the sale of such NFT. The purchase and sale of NFTs are performed via smart contracts and third-party APIs directly connecting to non-affiliated, third-party digital asset platforms (e.g., OpenSea).
C. SZNS Operates the Platform. SZNS operates the Platform that enables transactions between users but is not a party to any transactions or agreements between the users. SZNS is not a not a wallet provider, exchange, broker, financial institution, or creditor. You acknowledge and agree that SZNS is neither a party to any transaction between Captains and Sailors, nor does SZNS assume any responsibility for the accuracy or reliability of any information provided by Captains or Sailors to each other. Further, SZNS does not buy, mint, own, issue, or distribute NFTs or $SHIP Tokens.
D. SZNS Does Not Participate in Transactions. We do not take part in any interactions and transactions between users. We do not verify or attempt to verify the authenticity or existence of any NFT proposed by a user on the Platform. As such, We make no representations about the suitability, reliability, timeliness or accuracy with respect to these interactions and transactions. We also have no control over the target NFT collection as selected and proposed by a Captain, and do not guarantee the existence, authenticity, quality, safety, intellectual property rights, or legality of any NFTs.
When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. SZNS IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. SZNS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.
E. $SHIP Token Terms. Any $SHIP Token that you purchase is governed entirely by the smart contracts and the blockchain network governing such $SHIP Token. $SHIP Tokens will be subject to additional terms directly agreed upon between Captains and Sailors, including each ship’s Ship Parameters. SZNS is not a party to any of these $SHIP Token related terms, which are solely between the Captains and Sailors. The Captains and Sailors are entirely responsible for communicating, promulgating, agreeing to, and enforcing such $SHIP Token related terms. SZNS disclaims all liability arising from disputes over the $SHIP Token related terms.
F. $SHIP Token Ownership. When you purchase a $SHIP Token through the Services, you own all personal property rights to such $SHIP Token. Such rights, however, do not include (i) the direct ownership of the underlying NFT that is collectively owned by the $SHIP Token holders, or (ii) the copyright relating to the underlying artwork of the NFT.
G. No Resale of $SHIP Tokens. The Platform does not support the resale or secondary trading of $SHIP Tokens. If you transfer your $SHIP Token to another Digital Wallet, such transfer is executed at your instruction through a third-party wallet interface not operated by SZNS. You should verify all transaction information prior to submitting your instructions. SZNS shall bear no liability or responsibility in any event for any loss incurred arising out of a transfer of $SHIP Tokens.
H. Costs and Taxes. Each user is solely responsible for all costs incurred in using the Services. Further, each user is solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. SZNS is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your transactions on the Platform.
I. Disputes Between Captains and Sailors. SZNS is not a party to any transaction between Captains and Sailors. In the event that you have a dispute with any Captain or Sailor, you agree to address such dispute directly with the respective Captain or Sailor. If permitted in your jurisdiction, you release SZNS (and SZNS’ officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. YOU RELEASE RELEASEES 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.
Digital Wallet
A. In order to use the Services, you must connect your Digital Wallet with the Platform. SZNS will have no liability for any unavailability of any Digital Wallet, or any third-party wallet provider’s decision to discontinue, suspend or terminate any Digital Wallet. By using a Digital Wallet in connection with the Services, you agree that you are using such Digital Wallet under the terms and conditions of the applicable third-party service providers. For example, with respect to a Metamask’s Digital Wallet, the terms and conditions are available at https://metamask.io/terms.html.
B. SZNS is not a Digital Wallet provider. SZNS has no custody or control over the contents of your Digital Wallet and has no ability to retrieve or transfer its contents. SZNS has no responsibility for, or liability to you, in connection with your use of a Digital Wallet and makes no representations or warranties regarding how the Services will operate with any specific Digital Wallet. You are solely responsible for keeping your Digital Wallet secure and you should never share your Digital Wallet credentials with anyone. If you discover an issue related to your Digital Wallet, please contact your third-party wallet provider. The private keys necessary to decrypt a Digital Wallet are held solely by you or the respective third-party Digital Wallet service provider. SZNS has no ability to help you access or recover your private keys for your Digital Wallet.
Eligibility and Restrictions
A. Eligibility. You must be at least 18 years of age to use the Services. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your use of the Services is in compliance with all applicable laws and regulations. If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” or “your” shall refer to such entity. We may, in Our sole discretion, refuse to offer the Services to any individual or entity.
B. Restrictions. The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you use the Services, you expressly represent that you are not located in a Sanctioned Country or listed as an SDN. If SZNS determines that the Services are being used by prohibited persons, SZNS will take any and all actions to terminate that user’s access to the Services.
Prohibited User Conduct
A. Unless specified otherwise, SZNS offers you access to the Services solely for your personal and non-commercial uses. You agree to access or use the Platform only for legal purposes that are permitted by these Terms. To protect Our community and comply with legal obligations, We reserve the right to take all necessary action, with or without advance notice, if We believe you have violated these Terms. Such actions include:
Removing the ability to view $SHIP Tokens through the Interface or use the Services to interact with the $SHIP Tokens; and
Limiting or disabling your access to the Services, as well as any other action we deem necessary in Our sole discretion.
B. 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 Services. You also agree that you will not:
i. Except with the express written permission of SZNS, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another webpage, use on any other webpage, transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Platform, including without limitation, engaging in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
ii. Damage, disable, overburden, or impair the Platform or interfere with any other user’s use and enjoyment of the Platform;
iii. Obtain or attempt to obtain any materials or information through any means not made readily accessible by SZNS through the Platform;
iv. Except with the express written permission of SZNS, create links from any website to any page within the Interface; provided, however, that upon prior written notice to SZNS at info@szns.io, you may create a link directly to the Interface. By creating a link to the Interface, you agree that:
a. You will not employ any technology that results in the placement of content from the Interface in a frame and/or a reduced pop-up window and/or any other display mechanism which changes the appearance of the Interface from how it would appear if a user typed the URL in a typical browser line;
b. Your website shall not display content or link to other websites that contain content that is illegal, obscene, indecent, disparaging, discriminating or otherwise offensive; and
c. You shall not in any manner access, collect, store, disclose, transfer, or use any information obtained or derived from a user’s access to or use of the Platform. SZNS reserves the right to revoke your permission to create such link at any time in its sole discretion and you agree to immediately cease using the link at any time that SZNS so requests.
v. Access the Services from a different Digital Wallet ID if We have blocked any of your other Digital Wallet IDs from accessing the Services, unless you first retrieve Our written permission;
vi. Use the Services – including through disseminating any software or interacting with any API – in a way that could damage, disable, overburden, or impair the functioning of the Services in any manner;
vii. Bypass or ignore instructions that control access to the Services, 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 the Platform;
viii. 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 Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
ix. Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to the Services;
x. Use the Services or data collected from the Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
xi. Use the Services for money laundering, terrorist financing, or other illicit finance activities;
xii. Use the Services to carry out any financial activities subject to registration or licensing;
xiii. Use the Services to create, sell, or buy $SHIP Tokens or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable securities, commodities, or other financial instruments;
xiv. Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activities;
xv. Use the Services to buy or sell stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
xvi. Infringe or violate the intellectual property rights or any other rights of other users or SZNS;
xvii. Create or display illegal content, such as content that may involve child sexual exploitation;
xviii. Impersonate or misrepresent your affiliation with any individual or entity;
xix. Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature; and
xx. Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services.
User Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that We are free to use it (and permit others to use it) without any restriction or compensation to you.
User Contributions
The Services may offer message boards, chat rooms, forums, and other interactive features that may allow you to post, submit, publish, display, or transmit to other users content or materials (collectively, "User Contributions"). All User Contributions must comply with these Terms.
Any User Contribution will be considered non-confidential and non-proprietary. By providing any User Contribution on the Interface, you grant Us and Our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to Us and Our respective licensees, successors, and assigns.
All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contribution you submit or contribute, and you, not SZNS, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. SZNS is not responsible or liable to any third party for the content or accuracy of any User Contribution posted by you on the Interface.
Representations and Warranties
By agreeing to these Terms, you represent and warrant that:
You are at least 18 years of age;
You have the full right, power, and authority to agree to these Terms;
You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, European Union, any European Union country, the United Kingdom or United States’ OFAC, or any governmental authority in any jurisdiction in which the Platform is available;
You are not impersonating any other person; and
You are compliant with all applicable laws to which you are subject.
Intellectual Property
Unless otherwise indicated in writing by Us, the Services and all content and other materials contained therein, including, without limitation, the SZNS logo, Sail logo, and all designs, text, graphics, pictures, information, data, software, other files and the selection and arrangement thereof (collectively, “SZNS Content”) are the proprietary property of SZNS or Our licensors or users, as applicable. You may not use any SZNS Content to link to the Services without Our express written permission.
SZNS and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights therein. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
References to any other products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Services do not constitute or imply endorsement, sponsorship, or recommendation by SZNS.
Third Party Websites or Resources
The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
Fees and Payment Policy
A. Captain Fees. A Captain may require a Sailor to pay a certain fixed percentage fee, as agreed upon pursuant to the Ship Parameters, upon the successful sale of an NFT (“Captain Fee”). Such Captain Fee will be solely determined between the Captain and agreed upon by each respective Sailor in accordance with the Ship Parameters. Sailors are responsible for paying the Captain Fee directly to Captain pursuant to such agreement between the Captain and each Sailor. SZNS is not a party to such an agreement.
B. Gas Fees. All transactions through the Platform are facilitated by smart contracts deployed on the Ethereum blockchain. The Ethereum blockchain requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum blockchain, and thus every blockchain transaction occurring on the Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of SZNS. User acknowledges that under no circumstances will a contract, agreement, offer, sale, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.
C. Transmission of Fees and Funds. You understand and agree that SZNS does not owe or process the transmission of any funds or fees with respect to any transaction related to the purchase and sale of Digital Assets, including, Gas Fees and Captain Fees.
Indemnification
By agreeing to these Terms and accessing the Services, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless SZNS, 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 “SZNS 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, 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 Services, content, $SHIP Tokens, NFTs, or content linked to or associated with any Digital Assets, (b) any Feedback you provide, (c) your violation or breach 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 willful misconduct. You agree to promptly notify SZNS of any Claims and cooperate with the SZNS Parties in defending such Claims. You further agree that the SZNS 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 SZNS.
Disclaimers
A. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY SZNS, THE SERVICES AND ANY NFTS OR OTHER DIGITAL ASSETS LISTED ON THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SZNS MAKES NO WARRANTY THAT THE SERVICE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. SZNS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES AND ANY NFTS OR OTHER DIGITAL ASSETS LISTED ON THE PLATFORM.
B. DIGITAL ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). SZNS CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
C. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE LEGITIMACY, QUALITY, LEGALITY, AND AUTHENTICITY OF NFTS AND THAT THE NFTS PROPOSED OR PROVIDED BY OTHER USERS AND THIRD PARTIES WILL MEET YOUR REQUIREMENTS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, SZNS MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, QUALITY, LEGALITY, OR AUTHENTICITY OF DIGITAL ASSETS ON THE PLATFORM.
FURTHER, SZNS MAKES NO WARRANTY REGARDING THE ACCURACY, AUTHENTICITY, TIMELINESS, TRUTHFULLNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE PLATFORM.
D. YOU ACKNOWLEDGE AND AGREE THAT SZNS IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SZNS LIABLE, FOR THE CONDUCT OF OTHER USERS USING THE SERVICES, AND THAT THE RISK OF INJURY CAUSED BY SUCH OTHER USERS RESTS ENTIRELY WITH YOU.
E. YOU ACKNOWLEDGE AND AGREE THAT SZNS IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SZNS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
F. YOU ACKNOWLEDGE AND AGREE THAT $SHIP TOKENS ARE NOT: (I) A CURRENCY, LEGAL TENDER, OR MONEY; (II) AN INVESTMENT, EQUITY INTEREST, PROPRIETARY INTEREST OR ECONOMIC RIGHT; OR (III) EQUITY, DEBT OR HYBRID INSTRUMENT, SECURITY COLLECTIVE INVESTMENT SCHEME, FINANCIAL DERIVATIVE, FUTURES CONTRACT, DEPOSIT, COMMERCIAL PAPER, NEGOTIABLE INSTRUMENT, INVESTMENT CONTRACT, SHARES, NOTE, BOND, WARRANT, CERTIFICATE OR INSTRUMENT ENTITLING THE HOLDER TO INTEREST, DIVIDENDS OR ANY KIND OF RETURN, NOR ANY OTHER FINANCIAL INSTRUMENT OR SECURITY.
G. SZNS does not provide any advice or recommendation regarding Digital Assets, including, without limitation, the suitability and/or appropriateness of Digital Assets for each user. Users are solely responsible for determining the nature, potential value, suitability, and appropriateness of their involvement with buying and selling Digital Assets for any purpose. The $SHIP Tokens are not designed for investment purposes and SZNS does not give any advice or recommendation that the $SHIP Tokens or the NFTs are to be considered as a type of financial investment by any law, rule, or regulation. WITH RESPECT TO THE $SHIP TOKENS, USERS ACKNOWLEDGE AND AGREE THAT THEY ARE NOT EXPECTING TO PROFIT FROM THE $SHIP TOKENS BASED ON ANY EFFORTS BY SZNS OR ANY OTHER USER. The purchase of $SHIP Tokens is a non-reversible and non-refundable event. SZNS shall have no obligation or liability for the secure custody or use of any Digital Assets and any losses arising from such custody or use by the users.
H. SZNS is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., digital wallet, smart contract), blockchains or any other features of the Digital Assets. SZNS is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Digital Assets, including forks, technical node issues or any other issues having fund losses as a result.
I. Transactions facilitated through the Platform are not intended to be an offering or sale of securities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any law, rule, or regulation. Purchases of $SHIP Tokens may not be subject to the protections of any laws.
J. Nothing in these Terms shall exclude or limit liability of either party for fraud, or any other activity that cannot be limited or excluded by legitimate means.
Assumption of Risk
You accept and acknowledge the following:
The value of an NFT is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of other digital assets can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose all your 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 and new regulations or policies may materially adversely affect the development of the Services and the utility of 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 buy, sell, or otherwise interact with any NFTs.
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 SZNS 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 Digital Wallet. You accept and acknowledge that SZNS will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SZNS OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SZNS OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SZNS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SZNS FOR USE OF THE SERVICES.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SZNS AND YOU.
General Terms
A. Governing Law. All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
B. Dispute Resolution. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THE SERVICES OR THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”), shall be resolved by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The arbitration proceeding shall be held in Washington, D.C., before one arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
YOU AND SZNS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
C. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between SZNS and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between SZNS and you regarding the Services.
D. Waiver and Severability. No waiver by SZNS of any provision of these Terms shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and any failure of SZNS to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held invalid, illegal, or unenforceable for any reason, by an arbitrator or a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
E. No Partnership, Joint Venture of Employment. You agree that no joint venture, partnership, employment, or agency relationship exists between you and SZNS as a result of these Terms or accessing or using the Services.
F. Notices. Any notices or other communications provided by SZNS under these Terms will be given by posting to the Services.
Contact Information
If you have any questions about these Terms or the Services, please contact Us at:
info@szns.io
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