Welcome to the Oceidon Corporation Limited. Please read these Terms of Service (these “TOS”) carefully, as they constitute a legally binding agreement between you (“you”, “your”,”user”, “buyer”,”trader”,”participant”,”custodian”,”transferee”) and Oceidon Corporation Limited (“Oceidon”, “we”, “us” or “our”). If you are an agent acting on behalf of a principal,“you” and “your” refer to both principal and agent.
These TOS apply to and govern your use of (a) the website located at oceidon.com, oceidontalk.com, oceidonlegends.com, smartcentral.io and all sub-domains, sub-pages associated with the foregoing URLs, (b) relevant future deployed Oceidon owned websites and (c) any other platforms, marketplaces, applications (e.g., mobile apps, web applications, etc.), add-ons, tools, products, assets, services and offerings provided or controlled by us that make reference to these TOS (collectively, the “Services”). These TOS apply whether you are accessing the Services via a personal computer, a wireless or mobile device or any other technology or devices now known or hereafter developed or discovered (each, a “Device”).
BY USING OR ACCESSING OUR SERVICES IN ANY MANNER, YOU AFFIRM, REPRESENT AND WARRANT (A) THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TOS (INCLUDING ANY ADDITIONAL TERMS, POLICIES AND AGREEMENTS SPECIFIED AND/OR REFERENCED BELOW OR OTHERWISE INCORPORATED INTO THESE TOS), (B) THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TOS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND MEET ALL OF THE ELIGIBILITY AND OTHER REQUIREMENTS AND (C) THAT YOUR ACCESS AND USE OF OUR SERVICES IS PERMITTED BY, AND SHALL NOT VIOLATE, ANY APPLICABLE LAWS, INCLUDING THOSE IN YOUR JURISDICTION. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THESE TOS, YOU ARE PROHIBITED FROM VISITING, ACCESSING, USING, OR TRANSACTING ON AND WITH OUR SERVICES.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 14 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
We reserve the right to revise these TOS, at any time and from time to time, for any reason in our sole discretion by posting an updated TOS without advance notice to you. We may, at our discretion, post or display notices of material changes on the Site and/or e-mail you and/or notify you upon login about these changes. Notwithstanding the preceding sentence, once we post them on the Site, these changes become effective immediately and, if you use or access our Services after they become effective, it will signify your agreement to be bound by the changes. It is your responsibility to periodically check for changes to these TOS by clicking the applicable link on the Site and consulting the“Last Updated” date at the top of this page, including before using, purchasing, selling or otherwise interacting or transacting in connection with our Services.
Oceidon Services include digital platforms and websites whereupon you can view, purchase, transfer, hold or sell fungible and non-fungible tokens, established on the blockchain using smart contracts (each a “Token”, “Coin” or an “NFT”) and/or other items (or more than one item grouped as one) offered which may, in some cases, be, include, or be accompanied by, an experience, a digital or non-digital item (collectively, the “Product”). Products that are made available for viewing, purchase, transfer, holding or sale (each an “Offer”) via our Services will be displayed and described on our Services containing information about the product and any additional terms specifically relating to the Offer of a Product (“Listing Terms”). In relation to any Token, Coin, NFT or any other blockchain and non-blockchain derived asset included on the Service, the metadata, content, digital asset and/or physical item, if any, to which such Token, Coin, NFT or non-digital item relates is referred to as the “Product.” In a transaction for the purchase of a Product where you are or become the buyer of record, you are considered a “Buyer” under these TOS, responsible for the payment of the purchase price in accordance with the Listing Terms (the “Purchase Price”), while the seller of the Product shown via our Services will be considered the “Seller.”
4.1. Account Registration.
In order to participate in certain aspects of our Services, including listing, selling, bidding, any purchase, transfer or similar transaction, you may need to register for an account with us (your “Account”), create a unique username and password combination (“User Credentials”), and provide certain additional information, such as a blockchain address, as prompted by our user registration process. All registration and account information you submit must be truthful and accurate, and you agree to maintain, keep current and promptly update the accuracy of such information as necessary. You may only have one Account, and we may require you to provide additional information and/or documentation, including as may be required under any laws, rules, regulations, code, or any requirements of a government entity (collectively, “Law”). If you do not provide complete and accurate information and/or documents in response to such a request, we may suspend, terminate, lock or otherwise restrict your Account or refuse to permit you access to or use of our Services. An account may also take the form of a blockchain based wallet address (hash), that represents your person or the entity you represent. Interacting with our products or services with that hash constitutes an account and agreement with the TOS.
4.2. Account Security.
You are solely responsible for and agree to maintain at all times adequate security and control of all of your Account and User Credentials (including all details, passwords, numbers, keys, codes that you use to access our Services) and any access to, or use of, our Services by you or any person or entity using your Account. You agree to immediately notify us at email@example.com of any unauthorised use of your User Credentials or Account, or any other relevant theft, loss, or breach of security. Oceidon shall not be responsible for any unauthorised access to your Account or any loss or damage arising therefrom.
4.3. Account Suspension/Termination.
We reserve the right to deny access, use, and registration privileges to anyone (and to lock, suspend, restrict or terminate an existing Account) at our sole and absolute discretion, including if we believe there is a question about the identity of the person trying to access any Account or element of our Services or if we suspect that the Account has or will be used for any fraudulent, illegal, or other unauthorised purposes. In the event that your Account is terminated, suspended or restricted by us for any reason, you agree that you will not create another Account following the termination, suspension, or restriction of access to your Account (unless expressly directed by us to do so).
You acknowledge and agree that, as between you and Oceidon, Oceidon exclusively owns all legal right, title and interest in and to Oceidon Services and all materials and content contained therein, including any and all graphics, images, text, files, designs, systems, methods, information, computer code, software, scripts, services, marks and branding, including all intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) related to any of the foregoing (collectively, “Service Content”). All rights in and to our Services and Service Content not expressly granted to you under these TOS are expressly reserved.
Oceidon Services may include hyperlinks to other websites, products, services, content, promotions or resources (collectively,“Third Party Sites”), which are provided solely as a convenience to you. You acknowledge and agree that we have no control over, and are not responsible for, any Third Party Sites, and that we do not endorse any advertising, products, services or other materials on or made available from any Third Party Sites. Furthermore, you acknowledge and agree that we are not liable, directly or indirectly, for any loss or damage, caused or alleged to be caused, or which may be incurred, as a result of the availability or unavailability of any Third Party Site, including as a result of any use of, or reliance placed by you upon, any Third Party Site or any advertising, promotions, resources, services, content, products or other materials on, or made available from, any Third Party Site (or the completeness or accuracy thereof). If you access any such Third Party Sites, you do so solely at your own risk, and you hereby expressly waive and release Oceidon, its affiliates, and their respective officers, employees, directors, shareholders, parents, subsidiaries, agents, suppliers, and licensors from all liability arising from your use of any such Third Party Site.
7.1. Rights and Licences.
Oceidon Services may provide you with the opportunity to submit, post, display, transmit or otherwise make available certain content, including messages, files, data, software, sound, videos, photos, graphics and other items, on or through our Services (all of the foregoing, inclusive of all metadata relating thereto, but expressly excluding any Referenced Content, “User Content”). By submitting, transmitting, posting, displaying or otherwise making available any User Content, you grant us a worldwide, non-exclusive, sublicensable, royalty-free and paid up licence to exploit such User Content for our lawful business purposes, including to provide, promote, and improve our Services (including to facilitate the transactions between Buyers and Sellers as described herein), without obligation. You represent and warrant that you have, or have obtained, all rights, licences, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content.
We shall have the right, but not the obligation, to monitor User Content and any other content submitted to or posted through our Services (including the Referenced Content), to determine compliance with these TOS and any operating rules established by us, as well as to satisfy any requirement under Law or government request. We shall have the right, but not the obligation, to edit, refuse to post or remove any Product or any other User Content submitted to or posted through our Services. You acknowledge that we reserve the right to delete, edit, block, correct, refuse to post or permanently remove from our systems any material that is believed to be unlawful, in breach of these TOS or otherwise objectionable at our sole discretion.
7.3. Content Standards.
We facilitate trade among a diverse community of Buyers and Sellers, and we are committed to situating our Services, including a marketplace for the exchange of a diverse, wide array of content (including content that some consider to be “controversial”). The terms of these TOS seek to provide that our Services offer the widest possible selection of Products while also promoting trust and respect among our community of users, as well as adherence to Law. Any User Content that we deem to be inappropriate, disruptive or illegal is prohibited to use our Services or official social media accounts , and we further reserve the right to determine the appropriateness of products (including any website page in relation thereof) in the Oceidon Ecosystem and to remove any Page at any time, at our sole discretion. If you create, submit, list, sell or make available User Content in violation of these TOS (including the Acceptable Use Policy), we may take corrective actions, at our sole discretion, including removing the violating material, deleting your Account, withholding payments and exercising any other rights and remedies, each of the foregoing at our sole discretion. You acknowledge that, in situations where we cannot destroy or delete, we nonetheless may destroy related metadata stored on our servers. If you have reason to believe that any User Content was illegally obtained or is otherwise in breach of any of these TOS, please contact us at firstname.lastname@example.org with notice that identifies the material alleged to be violating (such identification to be reasonably sufficient to permit us to locate the material at issue).
7.4. Unsolicited User Feedback.
You may choose to submit comments, bug reports, ideas or other feedback about our Services, including about how to improve our Services (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide licence under all rights necessary for us to incorporate, use and improve upon your Feedback for any purpose, without any payment to you.
8.1. Infringing Content, Claims and Procedures.
It is our policy to promptly respond to any claim that User Content or Referenced Content infringes on the copyright or other intellectual property, personality, or likeness rights of any person. Upon receiving notice of a relevant claim, Oceidon will use reasonable efforts to investigate such notices of alleged infringement and will take appropriate action as further set forth in Oceidon DMCA and Take-Down Policy.
8.2. Oceidon Rights to Remove Infringing Content.
Oceidon reserves the right to remove any User Content or Referenced Content that allegedly infringes upon another person’s intellectual property rights, thereby restricting access to or visibility of such User Content or Referenced Content (including to the extent contained in any or related to Products intended to be made available via our Services) and restricting the prospective offeror’s ability to make available, sell, access, or view such User Content or Referenced Content via our Services. You acknowledge that any transaction you conduct involving the trade, purchase and sale of products is conducted with the knowledge and assumption of the risk that the Product (or Referenced Content relating thereto) may subsequently be removed from the Oceidon Ecosystem as a consequence of a DMCA claim or a violation of these TOS. Oceidon will not, under any circumstance, be held liable to you for removing allegedly infringing works from our Services or otherwise fulfilling its obligations under the DMCA.
9.1. Oceidon Services Provided “As Is” and “As Available”.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE PLATFORM CONTENT, OCEIDON SERVICES, THE PRODUCTS, REFERENCED CONTENT, NFTS AND OTHER CONTENT CONTAINED OR LISTED THEREIN ARE PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
OCEIDON AND EACH OF ITS AFFILIATES, AND ALL OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES, SHAREHOLDERS, CONSULTANTS, PARTNERS, CONTRACTORS, CONTENT PROVIDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. OCEIDON ENTITIES MAKE NO REPRESENTATION OR WARRANTY (A) THAT OCEIDON SERVICES OR ANY CONTENT OR INFORMATION DISPLAYED ON OR MADE AVAILABLE ON OR THROUGH OCEIDON SERVICES, INCLUDING ANY PLATFORM CONTENT, PRODUCT (INCLUDING ANY NFTS AND REFERENCED CONTENT), LISTING PAGES, CONDITION REPORTS, OR ANY OTHER CONTENT OR INFORMATION DISPLAYED ON OR THROUGH OCEIDON SERVICES: (i) WILL MEET YOUR REQUIREMENTS; (ii) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (iii) ARE OR WILL BE FREE OF MALICIOUS CODE (AS DEFINED IN THE ACCEPTABLE USE POLICY) OR (iv) WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, LEGAL, OR SAFE; (B) AS TO THE VALUE OR TITLE OF PRODUCT; OR (C) IN RELATION TO THE CONTENT OF ANY THIRD PARTY SITES OR SERVICES LINKED TO OR INTEGRATED WITH OCEIDON SERVICES.
TO THE EXTENT PERMITTED BY LAW, NO OCEIDON ENTITY WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING FROM OR RELATING TO THESE TOS, OCEIDON SERVICES, THE PLATFORM CONTENT, OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3.1.NO OCEIDON ENTITY WILL BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO ANY (A) USE OF, OR ANY ACTION TAKEN IN RELIANCE ON, CONTENT OR INFORMATION DISPLAYED ON OR MADE AVAILABLE ON OR THROUGH THE SERVICES; (B) ERRORS, MISTAKES, OR INACCURACIES OF SUCH CONTENT OR INFORMATION; (C) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE OUR SERVICES OR YOUR CONSUMPTION OR USE OF ANY PRODUCT; (D) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR DATA RELATING TO ANY USERS OF OCEIDON SERVICES; (E) ANY INTERRUPTION OF TRANSMISSION TO OR FROM OCEIDON SERVICES; (F) ANY MALICIOUS CODE (AS DEFINED IN THE ACCEPTABLE USE POLICY) WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE; (G) YOUR PARTICIPATION IN OR THE OUTCOME OF A TRANSACTION EFFECTUATED BY OCEIDON SERVICES; (H) BLOCKCHAINS (INCLUDING AS RELATED TO ERRORS ON ANY SPECIFIC BLOCKCHAIN NETWORK, FORKS, SERVER FAILURE, TECHNICAL NODE ISSUES, DATA LOSS, CORRUPTED WALLET FILES, ETC.) OR THE USE OF ANY ELECTRONIC WALLET (OR ANY VULNERABILITY FAILURE, OR ABNORMAL BEHAVIOUR OF ANY SOFTWARE RELATING THERETO); (I) ACTIONS OF ANY THIRD PARTIES INCLUDING ANY PLATFORM PROVIDERS; OR (J) OTHER USER’S VIOLATION OF THESE TOS.
9.3.2.WITHOUT LIMITING THE FOREGOING, THE TOTAL LIABILITY OF ALL OCEIDON ENTITIES FOR ANY CLAIMS ARISING UNDER THESE TOS SHALL BE LIMITED TO (A) ONE HUNDRED U.S. DOLLARS ($100.00) FOR ALL CLAIMS SET FORTH BY THE PROPONENT OR GROUP OF PROPONENTS.
9.3.3.Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by Law.
In addition to any representations and/or warranties set forth elsewhere in these TOS, you represent and warrant that at all relevant times:
(a)your purchases, listings, offers, sales and bids on any product are genuine and are not the product of any collusive or other anti-competitive agreement and are otherwise consistent with any applicable antitrust laws and has violated or will violate any applicable Law;
(b)your purchase of Products and, if you are acting as an agent on behalf of a principal, the arrangement between you and your principal, will not facilitate tax crimes, constitute market and price manipulation schemes;
(c)you have no knowledge or reason to suspect that (i) the funds used to purchase products are connected with the proceeds of criminal activity, or (ii) you or your principal, if applicable (or, if you are an entity, any person(s) or entity(ies) with a beneficial or ownership interest in you), are under investigation, charged with, or convicted of any substantive or predicate money laundering or economic sanctions crime, terrorist activity, tax evasion or act in violation of any anti-bribery or anti-corruption law (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act);
(d)you (and your principal, if applicable) are not, nor are you (or your principal, if applicable) owned, controlled, or acting on behalf of, an entity or individual that is: (i) the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, including those administered and enforced by the United States, European Union, United Kingdom, United Nations Security Council, or other applicable sanctions authority (collectively, “Sanctions”), or (ii) located, organised, or resident in a country or territory that is the subject of Sanctions (including Crimea, Cuba, Iran, North Korea, and Syria) (collectively, “Sanctioned Jurisdictions”);
(e)you (and your principal, if applicable) are currently in compliance, and for the past five (5) years have complied, with applicable Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws;
(f)payment of the Purchase Price will not be funded directly or indirectly by or from anyone that is the subject of Sanctions or located, organised, or resident in a Sanctioned Jurisdiction;
(g)no party directly or indirectly involved in the purchase will be the subject of Sanctions, nor owned or controlled by any individual or entity that is the subject of Sanctions or otherwise located, organised, or resident in a Sanctioned Jurisdiction, unless expressly authorised in writing by the government authority having jurisdiction over the purchase and with the prior express written consent of Oceidon;
(h)if you are acting as agent on behalf of a principal, you have taken steps reasonably designed to ensure compliance with Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws, including but not limited to, conducting appropriate due diligence on your principal and screening source of funds. You will retain and make available upon request the documentation evidencing such due diligence for at least five (5) years after the purchase, and all commissions payable to you for this consignment have been authorised by your principal;
(i)your purchase will not cause (or otherwise result in) us, Sellers, or anyone else to violate any Sanctions, anti-money laundering, anti-terrorism, or anti-bribery or anti-corruption law;
(j)you are of legal age, in the jurisdiction in which you reside, to enter into a binding contract (and in any event are older than thirteen (13) years of age); and
(k)have full legal authority without any further action or other party’s consent to enter into and perform this agreement and to give these representations and warranties; if you are an entity, the individual bidding on your behalf is authorised to do so and the entity is duly incorporated or formed, validly existing and in good standing in the jurisdiction where it is incorporated or formed.
11.1. Inherent Risks of Smart Contracts and Blockchain Technology.
Where the purchase of Products in a given transaction involves assets and activities memorialised on the blockchain, certain related activities (which may extend to, in relation to our Services, purchases, sales, listings, bids, transfers and other functionalities) utilise experimental smart contract and blockchain technology. You represent and warrant that you are knowledgeable, experienced and sophisticated in using blockchain technology and that you acknowledge, understand and are willing to accept the risks associated with related technological and cryptographic systems such as blockchains, NFTs, smart contracts, consensus algorithms, cryptocurrencies, decentralised or peer-to-peer networks and systems, Arweave and the InterPlanetary File System (IPFS). You further acknowledge and agree that such technological and cryptographic systems (inclusive of the examples listed in the preceding sentence) may be subject to malfunctions, bugs, timing errors, hacking and theft, changes to the protocol rules of the blockchain (i.e.,“forks”), hardware, software and/or Internet connectivity failures, unauthorised third party data access, and other technological risks, any of which can adversely affect the relevant smart contracts and may expose you to a risk of loss, forfeiture of your digital currency or NFTs, or lost opportunities to buy or sell Products. You accept the inherent security risks of providing information and conducting business over the Internet, and acknowledge that Oceidon assumes no liability or responsibility for any such failures, risks, or uncertainties, nor for any communication failures, disruptions, errors, distortions or delays you may experience when using our SERVICES or the ecosystem, however so caused.
11.1.1 You acknowledge and agree that our staff are not infallible information technology or data experts. You acknowledge that our Services are subject to flaws and acknowledge that you are solely responsible for evaluating the safety of our Services. This warning and others provided in these TOS by Oceidon shall in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilising or accessing our Services. Oceidon Services may experience or be the target of sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on our Services, including unrecoverable and final termination of Services.
11.2. Acknowledgement of the Volatility of the Valuation of Blockchain Assets.
You acknowledge and agree that the prices of blockchain assets (including Tokens, Coins, and NFTs) are extremely volatile, subjective and unpredictable, that such assets may have no or little inherent or intrinsic value and that fluctuations in the price or markets of those or other digital assets could materially and adversely affect the value of assets purchased via our Services (which may itself be subject to significant price volatility).
11.2.1We do not make any representations of any kind that the value of any products or assets (including any Tokens, Coins, and NFTs which may be included therein) bought, traded, exchanged or sold via our Services, will retain the value of its original purchase price or attain any future value. You acknowledge that the value and/or utility of a Token, Coin or NFT can be based on both subjective factors and market forces (e.g., the market(s) for cryptocurrencies, the issuance of new regulations, etc.), and any fluctuations in value of products or assets are outside of the control of Oceidon.
11.3 Risks and Limitations of Oceidon Services.
You accept and acknowledge that (a) we do and will rely on third-party platforms (such as Uniswap, and other service providers and licensors) in the operation of our Services and for support in the facilitation of transactions, the recording of any transfer of ownership in the decentralised ledger within the blockchain, the processing of payments, user administration and account services, and other assistance, tasks and support relating to the operation and administration of our Services (collectively, “Platform Providers”); (b) Oceidon Services may suffer if we are unable to maintain a good relationship with such Platform Providers (e.g., if such Platform Providers change their terms and conditions or pricing, if we violate or are unable to comply with the terms and conditions applicable to such platforms, or if any of such platforms lose market share, fall out of favour or are unavailable for a prolonged period of time); (c) the applicable regulatory landscape governing blockchain technologies, cryptocurrencies, NFTs and other digital assets is uncertain, and new regulations or policies may materially adversely affect the development of our Services and the value or utility (or both), as well as interfere with our ability to operate or improve upon our Services (or your ability to access or use our Services or applicable smart contracts); (d) a lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of our Services, and therefore the potential utility or value of Products; and (e) there are risks associated with purchasing user-generated content (including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable), that Products or assets may be encumbered by actual or possible copyright or trademark claims, and that we make no representations or warranties as to the quality, origin, legitimacy, authenticity, identity or ownership of any the of assets available via our Services or any of the Referenced Content related thereto.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Oceidon has no ability to reverse any transactions on the blockchain.
There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Oceidon will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
Oceidon reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on our Services. Under no circumstances shall the inability to view items on our Services or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Oceidon.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
11.4. No Implicit Endorsements.
You acknowledge that reference on our Services 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 us, and that we do not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties (including Third Party Sites).
11.5. Acknowledgement of Responsibilities for Transaction Outcomes.
You acknowledge and agree that the use of our Services, including the creating, trading, buying or selling of digital assets, may carry financial risk, and that the risk of loss may be substantial, including total loss of value. All transaction decisions are made solely by you. Transactions carried out through our Services are irreversible, final and there are no refunds. By using our Services, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You acknowledge and assume the risk of initiating, interacting with and participating in transactions via our Services, in whatever means effectuated thereby, and take full responsibility and liability for the outcome of any transaction you initiate (regardless of whether the smart contracts, our Services, other market participants or other users behave as expected or intended) and all other aspects of your use of and access to our Services. Under no circumstances will the operation of all or any portion of our Services be deemed to create a relationship that includes the provision or tendering of investment advice.
12.1. Cryptocurrency Financial Transactions using our Services
We have no control over payments or transactions on blockchains, nor do we have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through our Services – whether NFTs or anything else. Whether a particular cryptocurrency is accepted as a payment method by us is subject to change at any time in our sole discretion.
12.2. Fiat Currency Financial Transactions using our Services
Any fiat currency payments via credit cards or other means will be directed to our unaffiliated third-party payment processor. All bank, credit card, or other payment information is sent directly to and stored with the payment processor using its security protocols. We do not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. We may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions including their privacy policies. Fiat payments are immediately and irreversibly converted into cryptocurrencies by 3rd parties and cannot be refunded or credited back.
12.3. No liability for Financial Transactions
We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via our Services, or any other payment or transactions that you conduct via any blockchain network.
12.4. Responsibility for Taxes.
You are solely responsible for determining what, if any, taxes apply to your transactions. Oceidon is not responsible for determining the taxes that apply to any Product offered via our Services.
Oceidon is not a wallet provider, exchange, broker, financial institution, or creditor. Oceidon provides a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. Oceidon makes tools such as Floor Price Protection available to NFT creators for use via our Services, however such tools are initiated by NFT creators and become part of the creator offered NFT. To use our Services, you must use a third-party wallet which allows you to engage in transactions on blockchains.
Oceidon is not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity and functionality of NFTs that you purchase from third-party sellers using our Services and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on any of our Services.
Your Account on Oceidon will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with our Services, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with Oceidon, and Oceidon does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Oceidon accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (you can contact us here PUT LINK).
Oceidon may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, Oceidon, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Oceidon. If you do not provide complete and accurate information in response to such a request, Oceidon may refuse to restore your access to the Service.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Oceidon, in its sole discretion, may elect to take.
We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use Oceidon 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 our Services if you are under 13 years old.
13.2. License to Access and Use Our Service and Content
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Services provided, however, that such license is subject to your compliance with and agreement to these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.
13.3. Third-Party Content and Services
As peer-to-peer web3 services/products, our Services help you explore NFTs created by third parties and interact with different blockchains. Oceidon Services do not make any representations or warranties about this third-party content visible through our Service, including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on our Services will always remain visible and/or available to be bought, sold, or transferred.
NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits or restrictions associated with a given NFT (“Purchase Terms”). NFT listings on our Services, may contain a third party link to the creator’s website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. OpenSea is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.
13.4. Floor Price Protection
Floor Price Protection is not a guarantee of past, present or future value of any assets offered. Floor price protected offerings set the minimum official floor price of NFT(s) beyond which NFT(s) cannot be listed, traded, sold on any 3rd party platform or marketplace. By participating in a market offering that has floor price protection enabled participants acknowledge that they will not be able to list, sell or transfer the NFT(s) via any system other than that furnished by Oceidon. Floor price protection applies to primary, secondary or any subsequent owners of the NFT for the duration of floor price protection. Floor price protection is enabled and set by the NFT or NFT collection issuer and not by Oceidon. Floor price protection may include a time based release of floor price protection, at expiry of the floor price protection period, NFTs become available for offer, sale, trade at any price point and on any 3rd party platform or marketplace. Floor price protection does not mean, and cannot assure or guarantee that buyers, sellers, custodians, transferees, related or unrelated parties will not devise mechanisms to defeat implemented controls thus affecting the market value and price of an NFT or collection of NFTs and/or their related assets. In the event a user violates Terms of our Services and access to products is terminated, the user will lose access to sell, offer for sale, buy or bid on floor price protected NFTs. Floor price protection is not an infallible system and is subject to the risks of any digital system.
13.5. User Conduct
Oceidon reserves the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: removing the ability to view certain NFTs on the Service or use our Service to interact with the NFTs; disabling the ability to use the Service in conjunction with buying/selling/transferring NFTs available on blockchains; disabling your ability to access our Service; and/or other actions.
You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not:
Use or attempt to use another user’s Account without authorization from such user;
Pose as another person or entity;
Claim a platform username for the purpose of reselling it or otherwise engage in name squatting;
Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
Distribute spam, including through sending unwanted NFTs to other users;
Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the platform;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
Sell or resell the Service or attempt to circumvent any Oceidon fee systems;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that the Platform might use to sort search results;
Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
Use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Infringe or violate the intellectual property rights or any other rights of others;
Create or display illegal content, such as content that may involve child sexual exploitation;
Create or display NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
We allow users to post NSFW content, but that content and other associated material is subject to being marked NSFW and may be handled differently than non-NSFW content in navigation menus and search results.
13.6. Do Your Own Research (DYOR)
By using the Service, you understand the importance of DYOR – doing your own research. You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any NFT, collection, or account that you view or otherwise interact with in conjunction with our Service. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Service.
EXCEPT AS OTHERWISE PROVIDED UNDER THESE TOS, ALL DISPUTES AND CLAIMS BETWEEN YOU AND OCEIDON THAT ARISE OUT OF OR IN CONNECTION WITH, OR RELATE TO, THESE TOS SHALL BE RESOLVED, AT THE FILING PARTY’S ELECTION, IN EITHER A PETTY DEBTS COURT OR BY FINAL AND BINDING ARBITRATION ADMINISTERED BY A COMPETENT AUTHORITY IN GUERNSEY UNDER ITS COMMERCIAL ARBITRATION RULES AND SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARBITRATION SHALL TAKE PLACE IN THE GUERNSEY. ALL DISPUTES IN ARBITRATION WILL BE HANDLED SOLELY BETWEEN THE NAMED PARTIES, AND NOT ON ANY REPRESENTATIVE OR CLASS BASIS. FURTHER, UNLESS BOTH YOU AND OCEIDON AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOUR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM WITHOUT AFFECTING OTHER INDIVIDUALS.
14.1.1.YOU UNDERSTAND AND AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND OCEIDON SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION DOES NOT PRECLUDE YOUR PARTICIPATION AS A MEMBER IN A CLASS ACTION FILED ON OR BEFORE AUGUST 20, 2011. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.
14.1.2.YOU UNDERSTAND THAT YOU AND OCEIDON ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS BEFORE A JURY.
15.1. General Indemnification.
To the fullest extent permitted under applicable law, you agree to indemnify, defend and hold harmless Oceidon from and against any and all claims, causes of action, costs, proceedings, demands, obligations, losses, liabilities, penalties, damages, awards, judgments, interest, fees, and expenses (including reasonable attorneys’ fees and legal, court, settlement, and other related costs) of any kind or nature, in law or equity, whether in tort, contract or otherwise, arising out of or relating to, any actual or alleged (a) breach of these TOS; (b) inaccuracy or incompleteness of any Account information, User Content or other information provided or submitted by you in connection with your use of our Services; (c) use or misuse of our Services, Platform Content or Product; or (d) violation of the rights of a third party; in each of (a) – (d), whether by you, a co-conspirator, or anyone using your Account. You agree to promptly notify Oceidon of any third party claims covered under the foregoing indemnification obligation and agree that Oceidon shall have control of the defence or settlement of any such third party claims. If Oceidon assumes the defence of such a matter, you will reasonably cooperate with Oceidon in such defence. You hereby release, acquit, and forever discharge Oceidon from any damages, suits, or controversies or causes of action resulting from a sale of any of your listed Product occurring after the your breach of these TOS; or arising out of another Oceidon Services user’s violation of these TOS. THE FOREGOING INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN YOU AND OCEIDON.
15.2. Release from Copyright Claims.
You irrevocably release, acquit, and forever discharge the Oceidon Entities of any liability for direct or indirect copyright or trademark infringement for Oceidon use of User Content and Referenced Content in accordance with these TOS.
16.1. Reporting of Violations.
You agree that you will report any violations of these TOS (including the Acceptable Use Policy) to email@example.com. You agree to keep confidential all private correspondence with any members of the Oceidon team pertaining to another Oceidon Services user’s alleged violation of these TOS or other inquiries about these TOS or Oceidon policies.
16.2. Severability of Terms.
If any provision, term or clause of these TOS is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect.
16.3. Termination of these TOS.
Notwithstanding anything to the contrary set forth in these TOS, we may terminate these TOS, cancel any transaction, terminate or suspend your access to all or any part of our Services at any time, and/or block or prevent future access to and use of our Services, in each case with or without cause, with or without notice and without attendant liability, effective immediately. Upon any termination, all rights and obligations of the parties hereunder shall cease and you shall immediately cease using our Services, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these TOS shall survive and (b) the provisions of these TOS that by their nature are intended to survive termination will survive. For the avoidance of doubt, if we terminate these TOS or suspend or terminate your access to or use of our Services due to your breach of these TOS or any suspected fraudulent, abusive, or illegal activity, then termination of these TOS will be in addition to any other remedies we may have at law or in equity. You acknowledge and agree that, upon any termination or expiration of these TOS, we will have no obligation to maintain any User Content or any other information relating to your use of our Services in our databases or to forward any such information to you or to any third party.
These TOS, and any rights, licences and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by us without restriction, notice or other obligation to you.
16.5. Law and Jurisdiction.
16.6. No Waiver.
Our failure to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision, and no act, omission or delay by us will be deemed a waiver or release of any of our rights hereunder.
16.7. Further Inquiries.
22 Commercial Arcade,
St Peter Port,
Attn: Products Management
16.8. No Third Party Beneficiaries.
Except as otherwise expressly provided herein, these TOS are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
The section titles in these TOS are for convenience only and have no legal or contractual effect. The terms “include,” “includes,” and “including,” whether or not capitalised, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive.
These TOS are subject to any supplemental, and superseded by any conflicting, terms and conditions included in any applicable Listing Terms.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS, PLEASE DO NOT ACCESS OR USE ANY OCEIDON SERVICES IN ANY MANNER.