Digital Asset Terms and Conditions
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Effective March 15, 2023
PLEASE CAREFULLY READ THESE myNILpay DIGITAL ASSET TERMS AND CONDITIONS BEFORE USING myNILpay, MAKING A TRANSACTION UNDER THE myNILpay™ TERMS AND CONDITIONS, OR REQUESTING TO TRANSFER A DIGITIAL ASSET, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.
THESE myNILpay DIGITAL ASSET TERMS AND CONDITIONS ARE SUPPLEMENTAL TO THE myNILpay TERMS AND CONDITIONS LOCATED AT https://www.mynilpay.com/termsandconditions
USER AGREEMENT
myNILpay, Inc. ("myNILpay", "we", "us" or "our") is pleased to offer you access to, and the ability to participate in the myNILpay platform that provides you with the opportunity to receive, collect, or transfer non-fungible tokens (the "myNILpay Platform"). myNILpay owns and operates the myNILpay Platform made available through our mobile application (the “App”) or website (the "Site"). Your use of and access to the myNILpay Platform, App, and the Site is subject to these myNILpay Digital Asset Terms and Conditions (the "Terms"), the myNILpay Terms and Conditions, and the myNILpay Privacy Policy Notice (the "Privacy Policy" and together with these Terms and myNILpay Terms and Conditions, the "Agreement"). myNILpay reserves the right to change these Terms at any time and without notice, effective immediately, and it is your responsibility to review these Terms for any changes.
ACCEPTANCE
You agree to these Terms by accessing or using the myNILpay Platform, by creating an account or executing a Transaction subject to the myNILpay Terms and Conditions, by accepting, uploading, submitting, or downloading any information or content from or to the myNILpay Platform, by clicking "accept", "agree", "continue" or a similar selection (when the option to make such selection is made available to you), by receiving, selling, or otherwise transferring a Digital Asset through the myNILpay Services, or by holding a Digital Asset in your Account. IN THE EVENT YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE myNILpay PLATFORM AND DO NOT COMPLETE ANY TRANSACTIONS OR SELL ANY DIGITAL ASSETS. In the event you continue to use or access the myNILpay Platform after we change the Terms, you accept all changes. These Terms constitute a legal agreement between you and myNILpay, and shall apply to your use of the myNILpay Platform even after termination of your Account or termination of these Terms.
DEFINITIONS
In addition to other terms used and defined throughout these Terms, the following capitalized terms shall have the following meanings:
"Account" means a custodial wallet or other digital repository made available by myNILpay for personal use to facilitate participation in the myNILpay Platform in accordance with these Terms and in which Digital Assets, and related data and information, may be stored.
"Content" means content, materials, art, design, and drawings, in any form or media, including, without limitation, images, photographs, audio, or videos.
“Digital Asset” shall mean a non-fungible token (“NFT”) initially and directly sold or offered by myNILpay or its affiliate(s) on the myNILpay platform. For clarity, a "Digital Asset” under tincludes any NFT that is provided by myNILpay but also any NFT that is sold in a Secondary Transfer by persons or entities who are not myNILpay or its affiliate(s), so long as myNILpay or its affiliate(s) initially and directly provided or generated such NFT on the myNILpay platform; and (b) the description of the NFT notes that the NFT is provided by myNILpay. An NFT is not a medium of exchange or convertible virtual currency and does not grant the owner any rights associated with owning a security.
"Intellectual Property Rights" means any copyrights, trade secrets, trademarks, know-how, patent rights, or any other intellectual property or proprietary rights recognized in any country or jurisdiction in the world.
"Primary Transfer" means the initial transfer of a Digital Asset to a user by myNILpay on the myNILpay Platform.
"Secondary Transfer" means a transfer of Digital Assets subsequent to the Primary Transfer.
"Self-Custodial Wallet" means third-party wallet software connected to an Account that allows a person to store and hold custody of public and private keys associated with NFTs without reliance on myNILpay.
myNILpay ACCOUNT
myNILpay Platform
You must be at least the legal age of majority in your local jurisdiction or territory to open an Account, connect a Self-Custodial Wallet to your Account, participate in the myNILpay Platform, receive, hold, or transfer a Digital Asset. myNILpay may require proof of your age and/or residency in such form and at such times as myNILpay, in its sole and absolute discretion, determines appropriate. You may establish only one Account per person. In the event myNILpay discovers that you have opened more than one Account, in addition to any other rights that myNILpay may have, myNILpay reserves the right to suspend or terminate any or all of your accounts.
You are responsible for maintaining the confidentiality and security of your login names and passwords, and you accept responsibility for all activities, charges, losses (including, without limitation of funds and NFTs), and damages that occur under your Account.
It shall be a violation of these Terms to allow any other person to use your Account to access the myNILpay Platform. You are responsible for ensuring you use strong and secure passwords, and you may be required to change your passwords from time to time. In the event you have reason to believe that someone is using or accessing your Account without your permission, you should contact us immediately. We will not be responsible for any loss or damage resulting from unauthorized use of your Account or your failure to notify us of unauthorized use. In the event we request registration information from you, you must provide us with accurate and complete information, and in the event such information changes, you must immediately provide such updated information to us.
You agree to abide by all applicable laws in the jurisdiction where you are located while using the myNILpay Platform. You agree to not use the myNILpay Platform or any Digital Asset for any illegal purpose or in any way that violates any Intellectual Property Rights or the rights of myNILpay or third parties in any Digital Assets or Content. By creating a Account, you represent and warrant that you have provided us with accurate, complete, and updated information for your Account, that you are not a Specially Designated National (as defined in 31 C.F.R 515.306), and have not been placed on any sanctions list by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State. You agree to immediately update your Account in the event: (a) any of your Account information changes, (b) you have been placed on any such sanctions list, or (c) you have been identified as a Specially Designated National.
myNILpay has the sole discretion to suspend or terminate any person's access to the myNILpay Platform or any person's Digital Asset, disconnect a Self-Custodial Wallet, and/or suspend or terminate any link to or use of a Account or any Digital Asset that myNILpay determines, in its sole discretion, violates these Terms or otherwise creates any risk of harm, damage, or liability to myNILpay.
You agree and acknowledge that you may hold in your Account only Digital Assets received via the myNILpay Platform. You may not, and agree not to attempt to, deposit, transfer, or upload any cryptocurrency, NFTs, or other digital assets minted, created, or supplied by any source other than myNILpay Platform into any Account. You acknowledge and agree that any such attempt is a violation of these Terms. myNILpay assumes no responsibility for any such loss. myNILpay reserves the right to disable, invalidate, or otherwise render inoperable a Account that is used in a manner that is abusive or inappropriate, in violation of these Terms, or that is otherwise detrimental to the myNILpay Platform or myNILpay, to be determined in myNILpay’s sole discretion.
Self- Custodial Wallets
Upon request, myNILpay may permit the connection of an eligible Self-Custodial Wallet to your Account for purposes of transferring Digital Assets out of the myNILpay Platform. Notwithstanding anything to the contrary, myNILpay has the sole discretion (i) to determine which Self-Custodial Wallets are eligible to be connected to any Account, (ii) to prohibit for any reason at any time the connection of any Self-Custodial Wallet to any Account, and (iii) impose additional terms and conditions on you before permitting you to connect an eligible Self-Custodial Wallet to your Account. You acknowledge and agree that Self-Custodial Wallets are not associated with, maintained by, supported by, or affiliated with myNILpay.
In the event you want to transfer Digital Assets from your Account to your Self-Custodial Wallet, you acknowledge and agree that myNILpay may charge you fees including, but not limited to, transaction fees, gas fees, and/or network fees-necessary to effectuate such transfers from your Account to your Self-Custodial Wallet.
All transfers from your Account to your Self-Custodial Wallet are final. You acknowledge and agree that you may be unable to transfer any Digital Asset from a Self-Custodial Wallet back into the myNILpay Platform.
You are responsible for maintaining the confidentiality and security of your Self-Custodial Wallet, including any private keys, passwords, seed phrases, or secret recovery passwords. The private keys, passwords, seed phrases, and/or secret recovery passwords associated with your Self-Custodial Wallet are held solely by you and not by myNILpay. myNILpay has no ability to help you access or recover private keys, passwords, seed phrases, and/or secret recovery passwords associated with your Self-Custodial Wallet.
It shall be a violation of these Terms to allow any other person to use your Self-Custodial Wallet to access the myNILpay Platform. In the event you have reason to believe that someone is using or accessing your Self-Custodial Wallet without your permission, you should contact us immediately. We will not be responsible for any loss or damage resulting from unauthorized use of your Self-Custodial Wallet or your failure to notify us of unauthorized use
Receiving Digital Assets on the myNILpay Platform
Receipt of Digital Asset
When you receive a Digital Asset after making a Transaction on the myNILpay Platform, you receive ownership of the Digital Asset, provided that your ownership, and any and all ownership whatsoever, of any and all Digital Assets is and shall remain subject to (i) myNILpay's and myNILpay's licensors' retained ownership of any publicity rights, software, Content, brands, logos, or Intellectual Property Rights in or related to the Digital Asset, and (ii) myNILpay’s Reversionary Interest in the Digital Asset as set forth in the subsection entitled "Reversionary Interest" below. For clarity, your receipt of a Digital Asset is not a purchase of, and does not give you any ownership of or any rights (except as expressly set forth in the Digital Asset License below), title, or interest in or to, any publicity rights, software, Content, brands, logos, or Intellectual property Rights or publicity rights in or associated with any Digital Asset.
Your receipt of a Digital Asset will not give you any right or entitlement to receive any Content, including any Content associated with the received Digital Asset. Instead, pursuant to the Digital Asset License granted under these Terms, your receipt of a Digital Asset will provide you with a right to view the Content associated with the received Digital Asset. myNILpay may store the Content associated with your Digital Asset separate from the Digital Asset itself (e.g. in a cloud server). myNILpay is not responsible in the event the Content associated with your Digital Asset becomes inaccessible to you for any reason.
myNILpay reserves the right to modify, delete, and/or replace the Content linked to, or associated with, your Digital Asset(s) at any time with or without notice, as follows: (i) adding or removing third party brand names, names, logos, other intellectual property or publicity rights; (ii) modifications at the request or demand of a third party; or (v) correcting any errors in the Content.
Digital Asset License and Intellectual Property
Effective upon your receipt of a Digital Asset, you receive the following Digital Asset license: Subject to the terms and conditions of these Terms, myNILpay, for itself and on behalf of its licensors, grants you a limited, non-exclusive, non-transferable (except pursuant to a Secondary Transfer in accordance with these Terms), revocable, non-sublicensable license to the Intellectual Property Rights practiced by, incorporated, or embedded in your Digital Asset solely for purposes of you using, accessing, and/or holding such Digital Asset, including viewing the Content associated with such Digital Asset (the foregoing license in this subsection "Digital Asset License").
myNILpay and its licensors reserve all rights in all Content and Intellectual Property Rights not expressly granted pursuant to the Digital Asset License. Notwithstanding anything to the contrary, any transfer of Digital Assets shall not be a sale, purchase, or transfer of any rights, title or interest to Content or Intellectual Property Rights associated with any Digital Assets, which such rights, title, and interest shall remain solely and entirely with myNILpay or its licensors, subject to the Digital Asset License.
Reversionary Interest
Notwithstanding anything to the contrary each receipt of a Digital Asset is conditioned upon your compliance with the terms and conditions of these Terms; (b) in the event myNILpay determines that you have breached any of the terms or conditions of these Terms, the Digital Asset received by you will revert to myNILpay, such Digital Asset will be removed from your Account, and the Digital Asset License associated with such Digital Asset(s) will automatically terminate; and (c) you acknowledge and agree that myNILpay retains and shall retain a right and interest in each Digital Asset provided to enable myNILpay to do all of the foregoing (such right and interest, a "Reversionary Interest").
DIGITAL ASSET TRANSFERS
Primary Transfers
The myNILpay Platform facilitates Primary Transfers of Digital Assets, meaning Digital Assets are transferred from myNILpay to you. myNILpay does not permit transfers after the Primary Transfer within the myNILpay Platform. Any Digital Asset that you acquire on the myNILpay Platform will be held in an Account. myNILpay may permit you, upon request, to transfer your Digital Asset(s) from your Account to your Self-Custodial Wallet.
You acknowledge and agree that myNILpay has the right to record ownership of any Digital Asset on a myNILpay internal ledger and reflect such ownership in your Account. Once you transfer a Digital Asset out of your Account to your Self-Custodial Wallet, you agree and acknowledge that myNILpay has no obligation to reflect ownership of such Digital Asset in your Account.
In the event a Digital Asset is removed from the myNILpay Platform in violation of these Terms, any license associated with such Digital Asset will automatically terminate.
Secondary Transfers
Unless otherwise notified by myNILpay, you may sell any Digital Asset received from your use of myNILpay held in your Self-Custodial Wallet. Such a sale will be considered a Secondary Transfer.
A Secondary Transfer of a Digital Asset received through myNILpay, is solely between the buyer and seller of such Digital Asset, and myNILpay is not a party to any agreement between the buyer or seller related to the Secondary Transfer of a Digital Asset. myNILpauy does not set the value of any Digital Asset for any Secondary Transfer that you may complete outside of the myNILpay Platform.
You may only sell the entirety of your interest in the Digital Asset. Without limiting the foregoing, you may not, and may not attempt to, (i) sell fractional interests in any Digital Asset, (ii) grant to any person or permit any person to take or obtain a security interest, lien, or other encumbrance in any Digital Asset, or (iii) sell subscriptions, licenses, or other rights to use any Digital Asset, including, without limitation, subscriptions, licenses, or other rights to view the Content associated with any Digital Asset.
In the event you sell a Digital Asset in a Secondary Transfer, you automatically transfer all of your right, title and interest in and to such Digital Asset to the buyer.
For any Secondary Transfer outside of the myNILpay Platform, myNILpay may collect from the purchaser a percentage of the gross transaction price of such Secondary Transfer. You acknowledge and agree that myNILpay may collect such fees through any lawful means, including directly from the purchaser or through a smart contract that will pay to myNILpay and/or its designees any fees associated with further sales or transfers of such Digital Asset that occur outside the myNILpay Platform. You are solely responsible for collecting and/or paying any applicable sales, use, value-added or other taxes, duties, and/or assessments imposed by any governmental entity on you in connection with your sale of a Digital Asset outside of the myNILpay Platform.
You consent to myNILpay maintaining a ledger of transfers of the Digital Assets either on or off of a blockchain, or in both locations, which ledger may include your personal information.
PROHIBITED USES OF THE myNILpay PLATFORM
You shall not:
• Use or attempt to use the App or Site or the myNILpay Platform for any person other than yourself;
• Use or attempt to use the App or Site, the myNILpay Platform, any Digital Asset, or Self-Custodial Wallet for any unlawful purpose;
• Use or attempt to use the App or Site or the myNILpay Platform to buy, sell, receive, transfer, or otherwise transact in any NFTs or other items that were stolen, fraudulently obtained, taken without authorization, and/or otherwise illegally obtained;
• Deposit, attempt to deposit, transfer, or attempt to transfer an NFT to your Account from your Self-Custodial Wallet; or
• Encourage or enable any other individual to do any of the foregoing.
TERMINATION AND EFFECT OF TERMINATION
In addition to any other legal or equitable remedy, myNILpay may, without prior notice, immediately revoke any or all of your rights granted hereunder, with or without cause. In such event, you will immediately cease all access to and use of the myNILpay Platform. myNILpay may revoke any password(s) and/or Account identification issued to you and deny you access to and use of the myNILpay Platform. Any such action shall not affect any rights and obligations arising prior thereto. All provisions of the Terms, which by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
DISCLAIMER OF WARRANTIES
THE myNILpay PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE myNILpay PLATFORM, THE DIGITAL ASSETS, AND ALL CONTENT AND INTELLECTUAL PROPERTY RIGHTS ASSOCIATED WITH THE DIGITAL ASSETS, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, myNILpay AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, NO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR TITLE, ABOUT: (A) THE myNILpay PLATFORM; (B) THE CONTENT, NFTS, AND SOFTWARE ON OR PROVIDED THROUGH THE myNILpay PLATFORM, INCLUDING, WITHOUT LIMITATION, THE DIGITAL ASSETS AND/OR ANY CONTENT OR INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE myNILpay PLATFORM; (D) THE MESSAGES AND INFORMATION SENT FROM THE myNILpay PLATFORM BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE myNILpay PLATFORM; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE myNILpay PLATFORM OR ANY LINKED SITE. myNILpay DOES NOT WARRANT THAT THE myNILpay PLATFORM, ANY OF THE myNILpay PLATFORM’S FUNCTIONS OR ANY CONTENT CONTAINED THEREIN, OR THE DIGITAL ASSETS OR ANY CONTENT OR INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH, WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. myNILpay DOES NOT REPRESENT OR WARRANT THAT THE DIGITAL ASSETS OR ANY CONTENT OR INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH WILL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON OR ENTITY.
myNILpay AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT ANY SELF-CUSTODIAL WALLET, INCLUDING, WITHOUT LIMITATION, NO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR TITLE. YOU ACKNOWLEDGE AND AGREE THAT myNILpay AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR, AND HAVE NO CONTROL WHATSOEVER OVER, (A) ANY SELF-CUSTODIAL WALLET, INCLUDING WITHOUT LIMITATION (I) ANY ERRORS ARISING OUT OF OR RELATED TO ANY SELF-CUSTODIAL WALLET, (II) THE OPERATION, AVAILABILITY, OR SECURITY OF ANY SELF-CUSTODIAL WALLET, (III) THE TRANSFER OF ANY DIGITAL ASSET TO OR FROM ANY SELF-CUSTODIAL WALLET, AND/OR (IV) THE CUSTODY AND SECURITY OF ANY DIGITAL ASSETS IN ANY SELF-CUSTODIAL WALLET, (B) ANY DIGITAL ASSETS TRANSFERRED TO ANY SELF-CUSTODIAL WALLET, AND/OR (C) THE OPERATION OF THE BLOCKCHAIN NETWORK ON WHICH TRANSFERS OF OWNERSHIP ARE RECORDED, INCLUDING WITHOUT LIMITATION IN REGARD TO ANY DIGITAL ASSSET TRANSFERRED TO ANY SELF-CUSTODIAL WALLET. YOU ACKNOWLEDGE AND AGREE THAT YOU SOLELY BEAR ALL RISKS ASSOCIATED WITH ANY SELF-CUSTODIAL WALLET AND/OR ANY NFTS HELD THEREIN, INCLUDING WITHOUT LIMITATION (A) SECURITY RISKS, (B) RISKS ASSOCIATED WITH ANY TRANSFERS OF ANY NFT TO OR FROM ANY SELF-CUSTODIAL WALLET, AND/OR (C) RISKS THAT ANY NFT HELD IN, TRANSFERRED TO, AND/OR TRANSFERRED FROM ANY SELF-CUSTODIAL WALLET (I) MAY BE STOLEN, LOST, DESTROYED, AND/OR RENDERED UNUSABLE, (II) MAY LOSE FUNCTIONALITY, (III) MAY NOT BE TRANSFERRABLE TO ANY OTHER WALLET OR ACCOUNT AND/OR (IV) MAY NOT BE MARKETABLE OUTSIDE THE myNILpay PLATFORM.
myNILpay AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE CURRENT OR FUTURE VALUE OF ANY DIGITAL ASSETS, THAT ANY DIGITAL ASSET WILL BE MARKETABLE, AND REGARDING THE PRICE AT WHICH YOU MAY BE ABLE TO RESELL ANY DIGITAL ASSETS. YOU ACKNOWLEDGE AND AGREE THAT A DIGITAL ASSET MAY NOT BE SALEABLE AND THAT, IN THE EVENT SALEABLE, THE COMPENSATION YOU MAY RECEIVE UPON A SALE OF A DIGITAL ASSET IS UNCERTAIN AND YOU ACCEPT SUCH RISKS.
myNILpay AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES DO NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE myNILpay PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, myNILpay AND ITS PARENTS, SUBSIDIARIES, AND AFFILIATES SPECIFICALLY DISCLAIM SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE myNILpay PLATFORM, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE myNILpay PLATFORM OR THE CONTENT.
myNILpay, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES OF EACH OF THEM, SHALL NOT BE LIABLE FOR THE USE OF THE myNILpay PLATFORM OR THE PURCHASE, SALE, OR DISPLAY OF DIGITAL ASSETS, INCLUDING, WITHOUT LIMITATION, IN EACH CASE THE CONTENT OR INTELLECTUAL PROPERTY RIGHTS THEREIN OR ASSOCIATED THEREWITH OR ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THESE TERMS.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL myNILpay, ITS PARENTS, SUBSIDIARIES, AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES OF EACH OF THEM OR THE SUCCESSORS OR ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY, THE "COMPANY ENTITIES AND INDIVIDUALS"), BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE myNILpay PLATFORM, THE CONTENT, THE DIGITAL ASSETS, OR ANY CONTENT OR INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE myNILpay PLATFORM, THE DIGITAL ASSETS, OR ANY CONTENT OR INTELLECTUAL PROPERTY RIGHTS ASSOCIATED THEREWITH; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY myNILpay OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE myNILpay PLATFORM OR CONTENT; (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (5) ANY ERRORS OR OMISSIONS IN THE myNILpay PLATFORM'S TECHNICAL OPERATION; (6) ANY SELF-CUSTODIAL WALLET, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR PERFORMANCE OR SECURITY OF ANY SELF-CUSTODIAL WALLET OR ANY TRANSFERS TO OR FROM ANY SELF-CUSTODIAL WALLET; (7) ANY NFTS HELD IN, TRANSFERRED TO, OR TRANSFERRED FROM ANY SELF-CUSTODIAL WALLET; AND/OR (8) ANY ACTION ARISING OUT OF OR RELATED TO THE PURCHASE, SALE, TRANSFER, OR CUSTODY OF YOUR DIGITAL ASSET OUTSIDE THE myNILpay PLATFORM, IN EACH CASE, EVEN IN THE EVENT FORESEEABLE OR EVEN IN THE EVENT THE COMPANY ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE myNILpay PLATFORM). IN NO EVENT WILL THE COMPANY ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. TO THE EXTENT THE COMPANY ENTITIES AND INDIVIDUALS' LIABILITY IS NOT ALREADY EXCLUDED PURSUANT TO THIS SECTION "LIMITATION OF LIABILITY", IN NO EVENT SHALL THE COMPANY ENTITIES AND INDIVIDUALS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
YOUR ACCESS TO AND USE OF THE myNILpay PLATFORM AND ANY CONTENT IS AT YOUR RISK. IN THE EVENT YOU ARE DISSATISFIED WITH THE myNILpay PLATFORM OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE myNILpay PLATFORM OR THE CONTENT. YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF myNILpay’s ACTS OR OMISSIONS, THE DAMAGES, IN THE EVENT ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE OR OTHER PROPERTY OWNED OR CONTROLLED BY myNILpay AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY myNILpay APP, SITE, OR OTHER PROPERTY OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO. BY ACCESSING THE APP OR SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
INDEMNIFICATION
BY PARTICIPATING IN THE myNILpay PLATFORM, YOU AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE COMPANY ENTITIES AND INDIVIDUALS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITIES, LOSSES, DAMAGES, INJURIES, DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, PROCEEDINGS, JUDGMENTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS, AND OTHER LEGAL EXPENSES, INCLUDING, WITHOUT LIMITATION, THOSE COSTS INCURRED AT THE TRIAL AND APPELLATE LEVELS AND IN ANY BANKRUPTCY, REORGANIZATION, INSOLVENCY, OR OTHER SIMILAR PROCEEDINGS, AND ANY OTHER LEGAL EXPENSES (COLLECTIVELY, "CLAIMS") ARISING FROM OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS, YOUR USE OF THE myNILpay PLATFORM, YOUR RECEIPT OF A DIGITAL ASSET, ANY TRANSFER OF ANY DIGITAL ASSET TO ANY SELF-CUSTODIAL WALLET, ANY PAYMENT METHODS USED, ANY FUNDING OF YOUR ACCOUNT, AND/OR YOUR NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.
myNILpay SHALL HAVE THE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY CLAIMS. IN THE EVENT myNILpay ASSUMES SUCH DEFENSE, (A) SUCH DEFENSE SHALL BE CONDUCTED BY COUNSEL SELECTED BY myNILpay; (B) myNILpay SHALL HAVE THE RIGHT TO CONTROL SAID DEFENSE; AND (C) YOU SHALL HAVE THE RIGHT, WITHOUT THE CONSENT OF myNILpay, TO SETTLE SUCH CLAIM, BUT ONLY IN THE EVENT SUCH SETTLEMENT INVOLVES ONLY THE PAYMENT OF MONEY, YOU PAY ALL AMOUNTS DUE IN CONNECTION WITH OR BY REASON OF SUCH SETTLEMENT AND, AS PART THEREOF, myNILpay IS UNCONDITIONALLY AND FULLY RELEASED FROM ALL LIABILITY IN RESPECT OF SUCH CLAIM. YOU SHALL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM AT YOUR OWN EXPENSE, BUT myNILpay SHALL HAVE THE RIGHT TO CONTROL SUCH DEFENSE. YOU WILL NOT MAKE ANY ADMISSIONS OF LIABILITY RELATED TO A CLAIM WITHOUT THE WRITTEN CONSENT OF myNILpay, AND YOU WILL PROVIDE ALL REASONABLE ASSISTANCE TO myNILpay RELATED TO myNILpay’s DEFENSE OF A CLAIM.
myNILpay CONTENT
The content on the myNILpay Platform, including, without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like and the trademarks, service marks, and logos and the publicity rights contained therein (the "Platform Intellectual Property"), is owned by or licensed to myNILpay, subject to Intellectual Property rights under United States and foreign laws and international conventions. Content on the myNILpay Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. myNILpay reserves all rights not expressly granted in and to the myNILpay Platform and the Platform Intellectual Property. You agree to not engage in the use, copying, or distribution of any of the Platform Intellectual Property other than expressly permitted herein. In the event you download or print a copy of the Platform Intellectual Property for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable, or otherwise interfere with security related features of the myNILpay Platform or features that prevent or restrict use or copying of any Platform Intellectual Property or enforce limitations on use of the myNILpay Platform or the Platform Intellectual Property therein.
MISCELLANEOUS
Nothing in these Terms shall create or confer any rights or other benefits in favor of any third parties except as specifically provided herein.
You acknowledge and affirm that you are using Digital Assets for purposes of acquiring digital collectibles and not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of the Digital Asset is not guaranteed and is incidental to obtaining it for its collectible purpose.
In the event any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.