As used herein, the term “User” refers to each individual user who enters into these Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Terms.
Company reserves the right to change or modify these Terms at any time and in Company sole discretion. If Company makes changes to these Terms, Company will provide reasonable notice of such changes, such as by updating the “Last Updated” date at the end of these Terms and/or by way of displaying a message notifying Users of the update within the Services. By continuing to access or use the Services at any point after such update, the User confirms his/her acceptance of the revised Terms and all of the terms incorporated therein by reference.
Company is not a broker, or a financial institution, or a creditor or a marketplace. Company does not have custody or control over any NFTs, other digital assets or blockchain networks that any User may interact with and Company does not execute or effectuate purchases, transfers, or sales of NFTs. Company through the Platform provides technology that the User can use to conduct transactions between the buyer and seller in a peer-to-peer manner and should neither be considered a marketplace nor a party, directly or indirectly, to any agreement between the buyer and seller or otherwise between any Users of the Services.
User acknowledges that Company grants him/her a personal, non-exclusive, non-transferrable, non-sublicensable (except to sub-Users registered via the Services), revocable, limited right to access and use the Services through the Platform, which shall be solely used in compliance with these Terms and to the extent permitted under applicable laws, rules, and regulations.
User bears full responsibility for verifying the identity, legitimacy, and authenticity of User Content and items User sells or markets through the Services. Notwithstanding indicators and messages that suggest verification, Company makes no claims and accepts no liability or responsibility about the identity, legitimacy, or authenticity of User Content (defined below) and items offered for sale on or through the Platform.
As part of the Services, User may create a digital wallet that enables Users to carry out various functions with regards to Digital Assets, as supported via the Platform from time to time ("Certhis Wallet"). In order to create or use the functionality of a Certhis Wallet, User will be required to (1) provide User's email address and (2) access an authentication code that will be sent to the User’s email address and insert it into the Platform. Company uses User's email to create an account linked to User's Certhis Wallet. User shall not provide the Company with another person's email address. User has sole control over any actions conducted using the Certhis Wallet, which can only be carried out by inserting the authenitcation code that is sent to User’s email address
Company is entitled to rely on an authentication code input into the Platform by User and has no duty to inquire into or investigate whether it was the User who submitted such authentication code or any action User performs using such authentication code, though it may, at its sole discretion, inquire into or investigate such action. User will be responsible for keeping User’s email address secure and for any activity associated with any authentication code sent to User’s email address. Company will not be responsible if someone else accesses User’s email and authorizes a transaction upon receipt of the authentication code. User should let Company know immediately if User’s email account has been hacked or otherwise compromised.
Company is not responsible for any activities that User engages in when using a Certhis Wallet, and User should understand the risks associated with Virtual Currency, including those described more fully below. User is exclusively responsible for any and all actions and transactions that are initiated through User’s Certhis Wallet and Company makes no, and hereby disclaims all, representations, warranties, claims and assurances as to any such action or transaction.
"Virtual Currency" refers to cryptocurrency, digital currency, digital assets, crypto assets or other such similar digital representation of value that is evidenced on, and can be electronically transferred using, a blockchain network.
If User would like to stop using the Services and export the contents of User Certhis Wallet, User may choose to export a copy of User private key from User account. Upon electing to export User private key, User will be able to download a copy of, or directly copy, User private key associated with User Certhis Wallet (the "Private Key Copy") by following instructions provided by the Company.
Accessing and Using the Services
The Services allow User to make certain content, items, listings, smart contracts, collections available on or through the Services (“User Content”). All User Content must comply with these Terms.
User retains all right, title, interest, and entitlement in the User Content, User posts, uploads, submits or otherwise make available to Company, except as otherwise provided herein. User hereby grants to Company an assignable, sublicensable, perpetual, and royalty-free license to access, use, transmit, adapt, modify, translate, publish, create derivative works based on the User Content, make copies of, display, perform, reproduce, and distribute the User Content, in whole or in part, on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform and/or the Services, or any other purpose related to Company, including without limitation, the express right to: (i) display or perform the User Content on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative items based on the User Content; (iii) indexing the User Content in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the User Content within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.
User represents and warrants that User Content will not harm the security of the Services, will not be defamatory or libelous, will not contain any unlawful content, will not infringe the intellectual property or personal data rights of any third party, and that User is the owner of, or has obtained all necessary rights, licenses, consents, permissions, powers and/or authorities necessary to grant the rights granted herein for any User Content that User submits, posts, or displays on or through the Services. User agrees that such User Content will not contain material that violates copyright or other proprietary rights, and all User Content complies with these Terms.
Any User Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and User accesses all such content and material at his/her own risk.
User understands and agrees that User is solely responsible for any User Content User provides and User, has full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness. Company is not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by User or any other User on the Platform. Company reserves the right, in Company sole discretion, to prohibit User from uploading Company User Content.
In addition to the general indemnification provisions set out elsewhere in this Agreement, User herby undertakes to indemnity and hold harmless the Company against all claims which may be brought by third parties which arise as a result of any allegation which would, if proved, represent a breach of the terms of this User Content clause.
Ownership, Modifications and Rights of Third Parties
Some of the Services and/or features on the Platform are offered while still in “beta” form (“Beta Platforms”). Company will utilize reasonable efforts to identify the Beta Platforms by labeling the relevant parts or functions which are in ‘beta’ on its Platform. By accepting these Terms and using any Beta Platforms, User understands and acknowledges that the Beta Platforms are being provided as a “Beta” version and are made available on an “As Is” or “As Available” basis. The Beta Platforms may contain bugs, errors, and other problems.
USER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH USER USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF USER DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, MONEY, CRYPTOCURRENCY, NFT OR DATA. Company or its representatives shall not be responsible for any damage caused to User brand, reputation, revenue, and income because of the beta nature of the Platform. In addition, Company is not obligated to provide any maintenance, technical, or other support for the Beta Platforms.
User will inform Company about presence of bugs as soon as User becomes aware by sending an e-mail to [email protected] or raising a support ticket at forum.certhis.io. Only a reporting of presence of bug or a support ticket generated through this designated channel shall be considered valid.
After receiving the e-mail or support ticket, Company will endeavor to fix or withdraw the bug within reasonable timeframe.
Infringement of IP
Company will take down User Content where it has reason to consider that the relevant User Content infringes the intellectual property rights of third parties, which it may do in response to intellectual property infringement claims or takedown notices submitted by other users. Company will terminate a User's access to the Services if that User is determined to be a repeat infringer of third party rights. If User believes that Users' content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please send an e-mail to Company’s Copyright Agent [email protected] (Subject line: “IP Takedown Request”), which must include:
Please note that the Company might forward your notice of intellectual property infringement, including your contact information, to the User who will have their content removed so they understand why it is no longer available on Platform and/or Services and can also contact you to resolve any dispute.
Please note that by submitting a takedown request as per the above, User agrees to be liable for any damages (including costs and attorneys’ fees) incurred by Company or the alleged infringer in the event User knowingly and materially misrepresents that any User Content is infringing (taking into consideration copyright defenses (such as fair use) and exceptions). If User is unsure whether the material User is reporting is infringing, User should contact an attorney before filing a takedown request. Company cannot provide User with legal advice as to whether or not User is entitled to file a takedown request.
User expressly agrees to cooperate and timely respond to Company’s investigations, requests, and inquiries related to IP disputes or allegations of infringement.
If there is a dispute between participants on the Platform, or between Users and any third party, User agrees that Company is under no obligation to become involved. User hereby releases and forever discharges Company and Company officers, employees, agents, successors, and assigns (the “Company Entities”) from, and hereby waives and relinquishes, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that may arise between it and any other user of the Services or of digital tokens enabled or generated by the Services.
Assumption of Risk Related to items & Certhis Wallet
User acknowledges and agrees that User access and use of the Services and/or the Platform is subject to certain risks, including without limitation:
User understands and agrees that User access and use of Company’s Platform and/or Services are at User own risk. User understands and agrees that Company will not be responsible for any communication failures, disruptions, errors, or distortions User may experience when using the items, Platform and/or Services.
To the fullest extent permitted by applicable law, User agrees to indemnify, defend, and hold harmless Company and the Company Entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or User use of the Services, 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) User use or misuse of the Services, Platform, Platform Content or items, (b) any Feedback User provides, (c) User breach or violation of these Terms, (d) User violation of the rights of any third party, including another User and (e ) unauthorized access to the Platform and/or Services. User agrees to promptly notify Company of any third-party Claims and cooperate with the Company Entities in defending such Claims. User further agrees that the Company Entities shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN ANY SEPARATE WRITTEN AGREEMENT BETWEEN USER AND COMPANY.
THE SERVICES, PLATFORM CONTENT CONTAINED THEREIN, AND ITEMS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET USER REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE, THE PLATFORM, OR ANY PLATFORM CONTENT ANY OTHER MATERIAL CONTAINED THEREIN.
COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON CONTENT OR MATERIAL OR INFORMATION CONTAINED ON THE SERVICE.
WHILE COMPANY ATTEMPTS TO MAKE USER ACCESS TO AND USE OF THE SERVICES AND PLATFORM CONTENT SAFE, COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, PLATFORM CONTENT, OR ANY ITEMS LISTED ON COMPANY SERVICES OR COMPANY SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USER DISCLOSES ONLINE. USER ACCEPTS THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO USER FOR ANY LOSSES USER SUFFERS AS A RESULT OF USER USE OF THE SERVICES OR ACCESS TO THE PLATFORM OR ON CONTRARY FROM THE IMPOSSIBILITY OF ACCESSING IT. COMPANY TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO USER FOR, ANY USE OF USER CONTENT OR ITEMS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED DIGITAL WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS OR ACCOUNT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, FHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR ITEMS. FROM TIME TO TIME, COMPANY MAY OFFER NEW “BETA” FEATURES OR TOOLS. SUCH FEATURES OR TOOLS ARE OFFERED “AS IS” AND WITH ALL FAULTS, SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
WHILE COMPANY MAKES EFFORTS TO SECURE THE CERTHIS WALLET, NO GUARANTIES CAN BE MADE THAT SUCH WALLET OR THE PRIVATE KEY ASSOCIATED WITH SUCH WALLET WILL NOT BE HACKED OR OTHERWISE COMPROMISED. COMPANY SHALL NOT BE LIABLE OR ACCOUNTABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY KIND RESULTING FROM ANY HACKING OR UNAUTHORIZED ACCESS TO THE PRIVATE KEY ASSOCIATED WITH A CERTHIS WALLET AND ANY LOSS OR THEFT OF ANY OF USER’S DIGITAL ASSETS STORED IN A CERTHIS WALLET.
ITEMS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE APPLICABLE BLOCKCHAIN PLATFORM. COMPANY DOES NOT GUARANTEE THAT COMPANY OR ANY COMPANY ENTITY CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY ITEMS.
Company is not responsible for any losses or harms sustained by User due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of or inherent to the items. Company is not responsible for casualties due to developers or representatives delay or failure to report any issues with any blockchain supporting items, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
Company is not responsible for any losses or harms sustained by User due to non-receipt of royalty in the event of sale of item in the secondary market. Company assumes no responsibility and will not be held liable, if User fails to receive the royalty due to abnormal behavior of software or blockchain or technological reason or any third-party reason beyond the control of Company.
Company does not guarantee 100% delivery of the item to User in the event of sale or purchase, as User understands that the transaction takes place virtually and they are inherent to risk. Company is not responsible for any losses or harms sustained by User in the event if delivery of the item fails for unknow reason. Company assumes no responsibility for the quality of Item User sells or buys, it is solely the responsibility of the user from whom the item generates.
As User understands and assumes the risk that the legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of items, hence, Company assumes no liability in the event User suffers any loss or damage due to change in law in the jurisdiction where User holds and accesses item.
Once Company has provided User access to User Private Key Copy, User acknowledges and agrees that:
COMPANY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO USER PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY THAT WAS CONTAINED IN USER’S CERTHIS WALLET. USER ALONE WILL BE RESPONSIBLE FOR THE MANAGEMENT OF USER PRIVATE KEY COPY AND KEEPING SUCH PRIVATE KEY COPY SECURE, AND COMPANY WILL NOT ASSIST USER WITH STORING USER PRIVATE KEY COPY. IF USER LOSES ACCESS TO USER PRIVATE KEY COPY, USER ACKNOWLEDGES AND AGREES THAT COMPANY HAS NO ABILITY TO ASSIST USER IN RETRIEVING OR ACCESSING THAT PRIVATE KEY COPY AND ANY VIRTUAL CURRENCY USER HAVE ASSOCIATED WITH THAT PRIVATE KEY COPY WILL BECOME INACCESSIBLE. COMPANY IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE CUSTOMER SERVICE FOR ANY OTHER WALLET SOFTWARE USER MAY USE THIS PRIVATE KEY WITH, AND THAT COMPANY DOES NOT REPRESENT THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH OR PROTECT USER PRIVATE KEY. COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY OF THE FOREGOING.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to User jurisdiction.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT OR CONSEQUENTIAL LOSSES, NOR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, IN RELATION TO ANY CLAI ARISING OUT OF THIS AGREEMENT OR ITS SUBJECTMATTER HOWSOEVER ARISING AND WHETHER BROUGH IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH LOSS OR DAMAGE MAY HAVE BEEN FORESEEABLE AND EVEN IF A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF COMPANY ARISING OUT OF ANY CLAIM RELATED TO THESE TERMS OR THEIR SUBJECT MATTER, USER ACCESS TO AND USE OF THE SERVICE, PLATFORM CONTENT, OR ANY ITEMS SOLD THROUGH THE SERVICE, EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT PAID TO COMPANY BY USER FOR THE SERVICES IN RELATION TO THE TRANSACTION OR INCIDENT THAT IS THE SUBJECT OF THE CLAIM.
User Support Service
For User support service or additional information regarding User Account, please
By E-mail: [email protected] during available 24x7 for the reporting or support request
Company will use commercially reasonable efforts to provide technical support to assist the User in using the Platform. User support will respond within reasonable time to inquiries received from the Users.
User understands that:
Audit and Security Scan
Company reserves the right to perform audits of the Platform to the extent necessary to ensure compliance with the applicable laws, rules, and regulation.
By accepting these Terms, User represents that neither he/she nor any of User affiliates are listed in any list of sanctioned persons of any sanction authority (including without limitation the list of Specially Designated Nationals and Sectorial or Sanctions Identifications) or owned or controlled by such sanctioned person (together as "Sanctioned Person") and undertake at all times to conduct User business in compliance with applicable sanctions and export control laws and regulations ("Export Laws").
User acknowledges that the use of the Platform or the Items may be subject to Export Laws in the country of User residence or place of business and User agrees to apply for relevant import authorization and/or export licenses, as applicable to User. User shall indemnify and hold Company and each of Company affiliates harmless against any losses, damages, fees, or monetary sanctions imposed as a result of User failure to comply with Export Laws.
COMPLIANCE WITH ANTI-MONEY LAUNDERING LAWS
User shall comply with all applicable laws and regulations as applicable to prevention of money laundering including without limitation the Proceeds of Crime Act, 2002 (UK); Anti-Money Laundering Act, 2020 (USA); and the European Union (EU) Anti-Money Laundering Directive.
Company reserves the right to share all User Account information or any information relating to User as available to Company with any law enforcement agencies.
Company reserves the right in Company's sole discretion to modify, suspend, or discontinue the Services, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to User in Company's sole discretion. In the event that the Company terminates User’s use of the Services, unless prohibited by applicable laws, the Company will endeavor to contact User and arrange for User to download his/her Private Key Copy to remove any Virtual Currency to another wallet. If Company cannot contact User, User Certhis Wallet may remain inactive. These Terms, and User access to the Services, shall be governed by and construed and enforced in accordance with the laws of England and Wales without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any controversy, claim, or dispute in connection with, arising under, or related to these Terms, and User access to the Services, shall be settled exclusively in the courts of England, with their seat in London. Notwithstanding anything contained in these Terms, Company reserves the right, without notice and in Company's sole discretion, to terminate User's right to access or use the Services at any time and for any or no reason, and User acknowledges and agrees that Company shall have no liability or obligation to User in such event and that User will not be entitled to a refund of any amounts that User has already paid to Company, to the fullest extent permitted by applicable law. Except as otherwise provided herein, these Terms are intended solely for the benefit of Company and User and are not intended to confer third party beneficiary rights upon any other person or entity. ‘Cert Technology Limited’ is an Israeli private company limited by shares, with registered number 516613825.