Last Modified: September 13th , 2021
WE ARE AN ONLINE PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, LAW OFFICE, OR FULLFILMENT CENTER. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. WE FACILITATE TRANSACTIONS BETWEEN THE BUYER AND SELLER IN THE AUCTION AND DIRECT SALE BUT WE ARE NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF ASSETS, INCLUDING DIGITAL ASSETS AND CRYPTOCURRENCY, OR BETWEEN ANY USERS.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON OUR PLATFORM. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, WE MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE PLATFORM. ADDITIONALLY, YOU BEAR FULL RESPONSIBILTIY FOR VERIFYING BLOCKCHAIN WALLET ADDRESSES FOR THE TRANSMISSION OF OR RECEPION OF CRYPTOCURRNECY OR DIGITAL ASSETS.
ALL BLOCKCHAIN DIGITAL ASSET TRANSACTIONS, INCLUDING CRYPTOCURRENCY, IS PERFORMED OUTSIDE OF HTTPS://THEASSETMARKETPLACE.COM AND IPASSETS DOES NOT IN ANY CAPACITY EFECTUATE THE CREATION OR TRANSFERENCE OF YOUR DIGITAL ASSET OR CRYPTOCURRENCY.
2. Contact Us
If you have a question or complaint regarding the Services or this Agreement, please contact us by e-mail to Mitch@IPAssetsTechnology.com. You may also contact us in writing by mail at 245 W. 2nd Street Mesa, AZ 85215. Please note that e-mail and chat communications will not necessarily be secure; accordingly you should not include personal information in your e-mail correspondence with us.
(b) Both IPAssets and Sellers process Members’ personal information (for example, Buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of Buyers’ personal information under EU law. That means that each party is responsible for the personal information it processes in providing the Services. For example, if a Seller accidentally discloses a Buyer’s name and email address when fulfilling another Buyer’s order, the Seller, not IPAssets, will be responsible for that unauthorized disclosure.
(c) If, however, IPAssets and Sellers are found to be joint data controllers of Buyers’ personal information, and if IPAssets is sued, fined, or otherwise incurs expenses because of something that you did as a joint data controller of Buyer personal information, you agree to indemnify IPAssets for the expenses it occurs in connection with your processing of Buyer personal information. See Section 15. Indemnification below for more information about your indemnification obligations to IPAssets.
4. Acceptance of this Agreement
The Services connect people around the world, both online and offline, to make, sell, and buy unique goods represented or created with blockchain empowered tools. The actual contract for sale is directly between the Seller and Buyer. IPAssets is not a party to the transaction, and it is not a Seller or a traditional auctioneer. Here’s a handy guide to help you understand the specific rules that are relevant for you, depending on how you use the Services:
- Rules for Everyone: Please read this Agreement carefully. Sections 1-24 apply to everyone.
- Rules for Sellers: If you list any items for sale through our Services, these additional policies apply to you. Read Section 25.
- Rules for Buyers: If you purchase any items for sale through our Services, these additional policies apply to you. Read Section 26.
All of these policies are a part of this Agreement, so be sure to read the ones that are relevant for you. By creating an account, providing information to us (by any means), signing this Agreement, accessing or continuing to use the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You “sign” and accept this Agreement by clicking “I agree” on the account creation screen or signing or submitting an applicable auction bid, order form, proposal, or other separate legal agreement that specifically references this Agreement.
If you do not agree with this Agreement or our practices, you may not use our Services. This Agreement may change from time to time and your continued use of our Services constitutes your acceptance of those changes. We encourage you to review this Agreement periodically.
The Services are not intended for use by or availability to minors. By accessing or using the Services, you represent and warrant that you are at least 18 years of age and you agree to be bound by this Agreement. If you do not wish to be bound by this Agreement or you are under 18 years of age, you may not access or use the Services. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT ACCESS OR USE THE SERVICES AND MUST IMMEDIATELY DISCONTINUE ACCESS AND USE OF THE SERVICES.
5. Changes to this Agreement
IPAssets may change this Agreement at any time and from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement to any Sites. These changes will be effective immediately and incorporated into this Agreement upon our publishing them, and we will update the last modified date of this Agreement. The “Last Modified” legend above indicates when this Agreement was last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
You are responsible for reviewing this Agreement each time you use or access or use the Services. Your continued use of the Services following such notice will be deemed to conclusively indicate your acceptance of any and all such changes.
6. Subscriptions, Fees, & Payments
(a) Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed retroactively on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly basis and billed one (1) months from the last Subscription payment.
(b) At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or IPAssets cancels it. You may cancel your Subscription renewal by contacting IPAssets customer support team.
(c) A valid payment method is required to process the payment for your Subscription, if applicable. You shall provide IPAssets with accurate and complete billing information including a valid payment method. By submitting such payment information, you automatically authorize IPAssets to charge all Subscription fees incurred through your account to any such payment instruments. Services that offer subscriptions in cryptocurrency will provide a sending address for monthly subscription payments to be issued.
(d) Should automatic billing fail to occur for any reason or respective cryptocurrency payments are not received, IPAssets will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. If payment is not received IPAssets reserves the right to cancel the Subscription and remove your data as applicable.
(e) IPAssets charges a fee for all transactions on the marketplace that utilize Stripe Split pay or other US dollar third-party payment processors. IPAssets takes 5% of the total sale and another 1% when the transaction has been completed and withdrawn. Additional payment processor fees are applicable. No transaction fees are taken for cryptocurrency transactions performed between the Seller and the Buyer using third-party platforms not integrated with the marketplace or IPAssets in general. IPAssets reserves the right to update, modify, or waive these fees at its sole discretion.
7. Free Trial
(a) IPAssets may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
(b) You may be required to enter your billing information in order to sign up for the Free Trial.
(c) If you do enter your billing information when signing up for the Free Trial, you will not be charged by IPAssets until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
(d) At any time and without notice, IPAssets reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
8. Fee Changes
(a) IPAssets in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then current Billing Cycle.
(b) IPAssets will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
(c) IPAssets reserves the right to update or generally change the fees taken from sales and transactions that use TheAssetMarketplace without any prior written notice. All fee changes will be notified to the Seller by email after the change has gone into effect.
(d) Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
9. Subscription Refunds
Certain refund requests for Subscriptions may be considered by IPAssets on a case-by-case basis and granted in sole discretion of IPAssets.
10. User Accounts
To access certain features of the Services, you may be required to create a user account (“Account”). You will promptly update all Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under your Account, username, and password and therefore you agree to keep your password confidential. You agree to notify us immediately of any unauthorized use of your username or password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your username and/or password if we believe that your Account is no longer secure. You will not: (a) provide any false information as part of your Account information; (b) create an Account for anyone other than yourself; (c) create or use more than one Account at any given time; (d) transfer your Account to anyone else; (e) permit others to use your Account; or (f) use or access other persons’ Accounts. You agree that we shall not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor shall we have any responsibility whatsoever for your failure to comply with this Section.
11. Your Content
(a) You may post or submit content, which includes anything you post using our Services (like shop names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, animations, graphics, illustrations, models, etc.)and materials which may contain information that personally identifies you or someone else, to the Services or send direct mail or email solicitations and other communications to us (“Your Content”).
(b) You represent and warrant that Your Content will not infringe, misappropriate, or violate any third-party rights (including any Intellectual Property Rights). For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You are solely responsible for Your Content. You must always get written permission from all persons named, identified, referred or alluded to, either explicitly or implicitly, in such Your Content and, if required, provide us with such written permission upon our request.
(c) Except with respect to our service providers in their provision of services to us in connection with the Services, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Your Content. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
12. License and Ownership
(b) As between you and IPAssets, IPAssets has and retains exclusive ownership of our Services, and all our intellectual property and proprietary rights therein. The name “IPAssets” and other IPAssets marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of IPAssets in the U.S. and other countries. They may not be used without the express written prior permission of IPAssets.
(c) You may suggest findings, inventions, improvements, feedback, discoveries, or ideas that IPAssets, at its sole option, may incorporate in the Services or in other products or services that may or may not be made available to you. You acknowledge and agrees that IPAssets may de-identify or aggregate your data or personal information for our general business purposes, including to enhance the Services, and we have and retain exclusive and valid ownership of such de-identified or aggregated data and all statistical information regarding your use of the Services and other statistical information that reasonably cannot be used to identify you, any employee or individual independent contractor of yours. You hereby assign to IPAssets any and all right, title, and interest in and to any such findings, inventions, improvements, discoveries, ideas, de-identified or aggregated data, and statistical information; provided, however, that to the extent that any portion of the foregoing or proprietary rights in or based upon the foregoing is not assigned or assignable to IPAssets pursuant to this paragraph, you grant to IPAssets without any warranties whatsoever (all of which, express or implied, are disclaimed) a perpetual, irrevocable, worldwide, royalty-free, non- exclusive, transferable license to use, adapt, translate, create derivative works from, perform, display, make, have made, import, disclose, exploit, sublicense, and exercise the foregoing.
(d) Subject to terms and conditions of this Agreement, IPAssets grants to you a non-exclusive, non-transferable (except as otherwise provided herein) license for you to access and use the Services for your internal business purposes.
13. Your Responsibilities and Restrictions
(a) You represent, warrant, and agree that:
- you will comply with all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws and intellectual property laws; and
- you have sufficient right, title, interest in and to, Your Content and have obtained all necessary written authorization, consents, and permissions as may be required for compliance with applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws, governing the privacy and security of personal information, to enable you to provide Your Content to IPAssets for our intended use in accordance with the terms of this Agreement.
(b) You shall use the Services for only good faith transactions for your own purposes and not on behalf of third parties. You shall not use the Services to, directly or indirectly, assist in any activity that is illegal in the U.S. or the jurisdiction where you are located or use the Services in relation to any other any prohibited activity. We reserve the right to add or remove prohibited activities at our sole discretion.
(c) As a condition to your use of the Services, you agree not to (nor shall you authorize or assist any person to do, any of the following):
- accept into your wallet any digital asset from another user that you have any grounds to believe is not rightfully in possession thereof;
- use the Services for any purpose or in any manner not specifically authorized by this Agreement;
- post inappropriate, inaccurate, illegal, or objectionable content or use the Services to do or promote anything that is unlawful, illegal, misleading, tortious, defamatory, or libelous including offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, securities, currencies, or pharming;
- use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
- use the Service from a country sanctioned by the government of the United States;
- use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners rights to participate in an initial coin offering (ICO) or any securities offering, or assets that entitle owners to financial rewards.
- interfere with any third party’s use and enjoyment of the Services; • collect replies to messages sent from another internet service provider if those messages violate this Agreement or the acceptable use policy of that provider; and
- remove, erase, or tamper with any legal notices, credits, copyright, trade names, logos, color schemes, service marks, slogans, other proprietary or trademark notice, or similar means of identifying products or services (collectively, the “Marks”) displayed, printed or stamped on, affixed to, or encoded or recorded in the Services, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to IPAssets’s rights in the Services.
(d) If you violate any guideline listed above, any other user guidelines provided by the Services, or any term of this Agreement, or IPAssets believes that any of your conduct or content is offensive or illegal, violates the rights of, harms, or threatens to harm third parties, or may create liability for IPAssets or third parties, IPAssets reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing content, notifying the appropriate authorities regarding the source of such content, cooperating with law enforcement authorities in prosecuting users who have participated in such violations, barring you from accessing the Services, and terminating your Account. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Services, the Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
(e) You agree to report all sales amounts to IPAssets. This includes US dollar transactions that are facilitated through connected third-party services on the platform as well as direct cryptocurrency transactions that do not use connected third-party services. Sellers agree to receive an IRS form 1099 annually and agree to provide necessary tax reporting information including but not limited to EIN, TIN, or SSN. Sellers are responsible for remitting all applicable sales and income tax.
(f) You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Services.
(g) You understand and acknowledge that IPAssets and its affiliates do not provide legal or financial advice and all related matters are the sole responsibility of the Seller to understand and seek appropriate guidance from licensed legal and financial professionals.
14. Anti Discrimination
IPAssets prohibits the use of our Services to discriminate against people based on the following personal attributes (collectively, “protected groups”):
- National origin
- Gender identity
- Sexual orientation
- Any other characteristic protected under applicable law
It is your responsibility to know your local laws and any other legal regulations on discrimination that might apply to you. Additionally, IPAssets does not allow hate speech. Hate speech occurs when violent, offensive, derogatory or demeaning language is directed at a person or group based on their one or more protected group attributes.
Whether you’re engaging with public features in connection with the Services, such as listing items, using community spaces, and writing reviews, or having direct communication with other users, discrimination and hate speech are not allowed. If you use the Services to as a Seller, your shop content, including shop announcements and shop policies, cannot display discriminatory behavior toward protected groups. Examples of prohibited behavior include, but are not limited to:
- Refusal of service based on membership in one or more protected group • Expressing intolerance or a lack of respect for another member on the basis of protected group attributes
- Having a shop policy that excludes sales to members of one or more protected groups listed above
- Directly or indirectly making derogatory or demeaning remarks against protected groups listed above
- Racial slurs
- Posts that support or glorify hate groups and their members
If you think discrimination or hate speech has occurred, please report it by contacting us, and we will investigate. If you see a listing on the Services which you believe violates this Agreement, including prohibited hate items, we encourage you to contact us so that we may flag the item. We have a timely review process for all reports.
15. Digital Wallets
(a) You will utilize Digital Wallets hosted separately or generally outside the https://TheAssetMarketplace.com to transfer, receive, store, manage, and view digital assets and cryptocurrency associated with sales, auctions or the like. https://TheAssetMarketplace.com includes iFrame access to MangoFarmAssets.com and is accessed independently to https://TheAssetMarketplace.com. The User takes full responsibility for the security and ownership of their digital wallet, cryptocurrency, and content and verification of send or receive addresses.
(b) Some users may have used a stolen payment card to purchase digital assets. Notwithstanding the forgoing we reserve the right to request any such digital assets and transfer to another user that we believe to have been rightfully in possession thereof. We make no guarantees to the rightful possessor to have the legal or technological means to obtain the fraudulently obtained digital asset.
(c) In the event of a dispute over which user has the right to be in possession of a digital asset, we reserve the right to block all sales, auctions, or transactions on httpe://www.theassetmarketplace.com, pending joint written instructions of all parties to the dispute or the order of a court of competent jurisdiction; any fees related to our involvement in such dispute shall be paid by the disputing parties and may, at our discretion, be recovered by us taking possession of and disposing of the digital assets and or tangible assets.
(d) Without limitation, we may also freeze an account on httpe://www.theassetmarketplace.com pursuant to a court order, order by a regulator, order of a key supplier, as required under applicable law or where we determine, in our sole discretion, that the account poses excessive legal, security, financial or reputational risk to us, another user or another third-party. Accounts may also be frozen throughout the course of internal or external investigations have been completed.
(e) You expressly acknowledges and agree that your Account is not an investment account and that digital assets have no intrinsic value, consequently, and without limitation, we shall have no liability to you for the freezing or termination of an Account.
(f) You expressly acknowledge that we may have no recourse in the transaction and or reversal of any blockchain digital asset. This includes inability to obtain any tangible assets transacted.
16. Copyright Infringement Claims
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send to us a written notice by mail, e-mail or fax, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices with respect to copyright infringement claims must be sent in writing to IPAssets, Attn: General Counsel as follows: By mail to IPAssets, Inc. 245 W. 2nd Street Mesa, AZ 85215; or by e-mail to Mitch@IPAssetsTechnology.com.
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
17. Use and Access Outside the United States
(b) The following persons are prohibited from using the Services (each, a “Prohibited User”): (i) person who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons or other similar lists; (ii) person who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by Canada or the United States; (iii) persons who are less than 18 years of age; (iv) persons who are not residents of and located in an approved region; (v) persons, or their affiliates, who have been subject to an Account termination for cause; (vi) persons that are not individual natural persons, unless such person pass additional Know Your Customer (“KYC”) requirements as indicated by us and at our own discretion; and (vii) a person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a User (“Bots”). If a user of the Service is an entity and not an individual person, please contact us. We reserve the right to add or remove approved regions at our sole discretion.
(c) You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.
(d) The Services are not available in all jurisdictions. We prohibit the use of the Services in certain jurisdictions, which jurisdictions may vary at our sole discretion. We may implement controls to restrict access to the Services from any jurisdiction from which use of the Services is prohibited. You shall comply with such restrictions, even if the methods imposed by us to prevent the use of the Services are not effective or can be bypassed.
18. Third Party Materials and External Sites
(a) Certain functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission to such Third Party Materials, including via links through our Services. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.
(b) Additionally, the Services may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. Please review carefully the External Sites policies and practices and make sure you understand them before you engage in any transaction. You should contact the site administrator for those External Sites if you have any complaints, claims, concerns or questions regarding such links or any content located on such External Sites.
(c) We neither control nor endorse, nor are we responsible for, any Third-Party Materials or External Sites. We have no obligation to monitor Third Party Materials or External Sites, and we may block or disable access to any Third-Party Materials or External Sites(in whole or part) at any time. In addition, the availability of any Third-Party Materials or External Sites through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials or External Sites, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF THIRD PARTY MATERIALS AND EXTERNAL SITES IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS OR EXTERNAL SITES (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS OR EXTERNAL SITES).
19. Representations and Warranties; Disclaimers
(a) While we try to maintain the timeliness, integrity and security of the Services, we do not guarantee that the Services are or will remain updated, complete, correct or secure, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any such alteration, contact us at Mitch@IPAssetsTechnology.com with a description of such alteration.
(b) You understand that IPAssets does not manufacture, store, or inspect any of the items sold through our Services. We provide the venue; the items in our marketplace are produced, listed, and sold directly by independent Sellers, so IPAssets cannot and does not make any warranties about their quality, safety, or even their legality, excluding any items both tangible intangible or digital that IPAssets chooses to sell. Any legal claim related to an item you purchase must be brought directly against the Seller of the item. You release IPAssetsfrom any claims related to items sold through our Services, including for defective items, misrepresentations by Sellers, the ability of Buyers to pay for items, that a Buyer or Seller will actually complete a transaction or return an item, or items that caused physical injury (like product liability claims). Additionally, you may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. IPAssets is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
(c) You acknowledge and agree that there are inherent risks associated with digital assets and that such risks extend to your use of the Services. These risks include, but are not limited to, the failure of hardware, software or internet connections, the risk of malicious software introduction and the risk of unauthorized access to your account or digital asset wallets. It is your responsibility to familiarize yourself with the risks involved with digital assets, their protocols and networks. Use of the Services does not remove these risks. We are not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused.
(d) You can use the Services to interact with other individuals. However, you understand that we do not screen users of our Services, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others.
(e) You acknowledge that a digital asset has no inherent value nor do we or any third-party promise that a digital asset has or will ever have any specific value other than the purpose stated by the Seller. Transactions can take time to be confirmed and may, in some cases, not be completed. In no event will we be liable to you or to any third-party for any of the foregoing.
(f) If the Services post a dollar value in association with a specific digital asset in your such posting shall not constitute a representation as to the actual or projected value of such asset. Instead, such posting constitutes either: (i) the potential value attributed to the digital asset by another user; or (ii) third-party content published to the site or account for your general information only, and you should not rely on such posting for any financial decision. You agree that it is your responsibility to independently ascertain the value of your digital assets, without relying on the Services. We are not offering to purchase or sell any digital assets from you or to you under this Agreement. You agree that you shall not make any claim against us that alleges, in whole or in part, that any digital asset has anything more than nominal value.
(g) You understand and accept that there are also inherent risks associated with using any digital asset network. These risks include, but are not limited to, unanticipated changes to the network protocol or unknown vulnerabilities which may include or result in underlying technology attacks. Other possible risks may include forks or rollbacks of digital assets, networks, or blockchains. We have no control over any network and will not be responsible for any loss you suffer when you transact via any network.
(h) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE EXPRESS WARRANTIES AND EXPRESS REPRESENTATIONS OF IPASSETS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF, AND IPASSETS DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES OR ANY PART OF THE FOREGOING, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS , WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE.
To the fullest extent permitted under applicable law, you agree to indemnify, hold harmless, and, at our request, to defend the IPAssets, its subsidiaries, affiliates, and our employees, directors, officers, shareholders, members, partners, successors, assignees, licensees, co-branding partners, agents, vendors, contractors and suppliers, and their respective successors and assigns (the “Indemnified Parties”), from and against any and all claim, demand, causes of action, debt, loss, liability, damage, award, settlement, claim, suit, proceeding, cost, and expense (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties (“Losses”) to the extent that such Losses are based on, arise out of , or relate to (a) your use of (or inability to use), or activities in connection with, the Services; (b) any violation or alleged violation of this Agreement by you; or (c) any other activities of yours accomplished using the Services.
21. Limitation of Liability
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR ANY DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, GOODWILL, USE, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES), WHETHER ARISING IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
(b) TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON ANY CAUSE OF ACTION ARISING FROM OR RELATED TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, STRICT LIABILITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY ($250) US DOLLARS. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
(c) THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SERVICES, OR FROM ANY PRODUCTS, EXTERNAL SITES, OR THIRD-PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
22. Termination; Suspension; Disposition of Your Data
(a) This Agreement will remain in full force and effect while you use the Services or maintain an Account. If you wish to terminate your account, you may simply discontinue using the Services.
(b) We may, at any time and without liability: terminate, modify, suspend, or discontinue, temporarily or permanently, the Services (including access to the Services via any third party links) or this Agreement, with or without notice to you, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or we believe in our sole discretion, or have reasonable grounds to suspect, that a digital asset in your wallet was, in any prior transaction, purchased with a stolen payment card, obtained by fraudulent means or otherwise in violation of this Agreement. If we believe you are abusing IPAssets and/or our Services, in any way, we may, in our sole discretion and without limiting other remedies, delay or remove Your Content, remove any special status associated with your Account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services. We may charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. We may refuse or restrict anyone from access to the Services at any time excluding client side serving platforms where IPAssets has no control or jurisdiction.
(c) Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Upon termination of your access to, and use of, the Services, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Services.
(d) Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and continue in full force and effect thereafter.
23. Disputes between Users and Third Parties
(a) If you find yourself in a dispute with another user of IPAssets’ Services or a third-party, we encourage you to contact the other party and try to resolve the dispute amicably.
(b) Buyers and Sellers who are unable to resolve a dispute related to our Services may contact us for additional assistance. IPAssets will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. IPAssets has no obligation to resolve any disputes.
(c) You release IPAssets from any claims, demands, and damages arising out of disputes with Sellers, Buyers, and other users or parties.
24. Other Provisions
Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their affiliates, and neither party shall have the right, power, or authority under this Agreement to create any duty or obligation on behalf of the other party. This Agreement constitutes the entire agreement between you and IPAssets and governs your use of the Services, superseding any prior agreements between you and IPAssets (including, but not limited to, any prior versions of the Agreement) and any prior representations by IPAssets. Neither the course of conduct between the parties nor trade practices shall act to modify this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Deleware (without regard to its conflicts of laws principles), and venue for all disputes in respect of or arising out of this Agreement or the transactions contemplated hereby shall be exclusively in the federal or state courts of record sitting in Deleware. The parties expressly consent to the jurisdiction and venue of such courts and waive any claim that any such court is or would be an inconvenient forum. The failure of IPAssets to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought against IPAssets and its subsidiaries, affiliates, officers, agents, or other partners and employees, arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual or legal effect. Unless the context otherwise requires, (i) references to any party to this Agreement include references to such party’s successors and permitted assigns, (ii) references to “person” include references to any individual, corporation, limited liability company, partnership, company, firm, association, joint venture, trust, governmental body, or other entity, (iii) any of the terms defined herein may be used in the singular or the plural depending on the reference, (iv) a masculine, feminine, or neuter pronoun includes the other genders as appropriate in the context, and (v) the term “including” means “including without limitation” unless otherwise expressly indicated in a given instance.
25. Seller Terms
If you list any items for sale through our Services, in addition the above rules (which apply to everyone), these additional policies apply to you.
(a) Taxes. It is your sole responsibility to comply with applicable laws related to your use of the Services including, without limitation, to collect and remit any and all taxes, including without limitation sales taxes, that apply to any transactions you have made using the Services. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You acknowledge and agree that we are not responsible for determining the amount of any taxes you owe, nor are we responsible for determining if taxes apply to your use of the Services, nor are we responsible for collecting, reporting, or withholding any taxes arising from your use of the Services. We reserve the right to collect and remit sales tax in respect of transactions of the user with other users and the user shall cooperate in such activity by providing the necessary assets, information and forms, each as determined by us.
(b) Listing Conditions. When listing an item for sale on our Services, you agree to comply with our policies and also agree that:
- You assume full responsibility for the item offered and the accuracy and content of the listing,
- Your listing will be priced in US Dollars ($, USD) and all bids will be received in US Dollars. If accepting cryptocurrency as payment, the Seller will be responsible for communicating the applicable US Dollar to desired cryptocurrency conversion to the winning Bidder. Currency conversion fluctuation may occur between the end of an auction and the moment Bidder payment is received. It is the sole responsibility of the Seller to burden any currency conversion fluctuation,
- Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). IPAssets can’t guarantee exact listing duration,
- Your fixed-price listings may renew, based on the listing terms at the time, until all quantities sell or the listing is ended by you or IPAssets, in its sole discretion,
- Your Content that violates any of our policies may be modified, changed or deleted in our sole discretion,
- We may revise product data associated with listings to supplement, remove, or correct information,
- We strive to create a marketplace where Buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
- Buyer’s location, search query, browsing site, and history;
- item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
- Seller’s history, including listing practices, Seller ratings, policy compliance, feedback, and defect rate; and
- number of listings matching the Buyer’s query
- To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the Buyer,
- Some advanced listing upgrades will only be visible on some of our Services,
- Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results,
- We may provide you with optional recommendations to consider when creating your listings. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings; results may vary for individual listings. To drive the recommendations experience, you agree that we may display the sales and performance history of your individual listings to other Sellers,
- For items listed in certain categories, subject to certain programs, and/or offered or sold at certain price points, we may require the use of certain payment methods, which will be communicated to you. For example, for inventory covered by authentication services, Buyer and Sellers may be subject to escrow and/or payment handling requirements,
- You will not sell and will promptly remove all listings for any product recalled by a manufacturer or governmental agency if the sale of the product is prohibited by law or regulation or the product poses a health or safety hazard as specified by any governmental agency. IPAssets has no responsibility or liability for the safety or performance of any product that you list or sell through the Services, including any product that is subject to a recall. You are solely responsible for any non-conformity or defect in, or compliance with any public or private recall of any product you list or sell through the Services.
(c) Sale Conditions: You will not fail to deliver items sold by you, unless you have a valid reason which must be described in your shop policy, for example, the Buyer fails to comply with the posted terms in your listing or you cannot contact the Buyer.
(d) Returns and Cancellations:
- Sellers must create shop rules to address returns, shipping costs, cancellations, and payment methods. Sellers may elect to automate replacements, returns, and refunds under certain circumstances.
- When an item is returned, to refund the Buyer, you (as Seller) authorize IPAssets to request that payment provider remove the refund amount (in same or other currency) from your payment account (if a non-cryptocurrency account), place the amount on your invoice, and/or charge your payment method on file.
- The cost of return shipping for an item that is not as described is the Seller’s responsibility.
(e) International Shipping:
- Many of our Services are accessible internationally. We may offer certain programs, tools, and site experiences of particular interest to international Sellers and Buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and Buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
- You authorize us to use automated tools to translate Your Content and communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed.
26. Buyer Terms
If you buy any items for sale through our Services, in addition the above rules (which apply to everyone), these additional policies apply to you.
(a) Purchase Conditions:
- You are responsible for reading the full item listing before making a bid or committing to buy,
- You enter into a legally binding contract to purchase an item when you commit to buy an item, your offer for an item is accepted, or if you have the winning bid (or your bid is otherwise accepted),
- The Buyer will not purchase any item that is considered a regulated asset such as securities,
- We do not transfer legal ownership of items from the Seller to you,
(b) You will not fail to pay for items purchased by you, unless you have a valid reason as set out in a Seller policy, for example, the Seller has materially changed the item’s description after you bid, a clear typographical error is made, or you cannot contact the Seller.
(c) Many of our Services are accessible internationally. We may offer certain programs, tools, and site experiences of particular interest to international Sellers and Buyers, such as estimated local currency conversion, cryptocurrency conversion, and international shipping calculation tools. Sellers and Buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, payment, shipment, and transfer of items and digital assets. Pursuant to a routed export transaction under the U.S. Export Administration Regulations and Foreign Trade Regulations, the Buyer, as the Foreign Principal Party in Interest, will agree to assume responsibility for the export shipment. You remain liable for the accuracy of information you provide about items, and you agree to provide timely responses to requests for additional information.