The Nifty Way Galaxy - Terms and Conditions
These terms and conditions (the “Terms and conditions”) apply when you (“user” and/or the “Users”) view or use any of the “The Nifty Way Galaxy” services; collectively, (“the services”), including theniftywaygalaxy.io (“the platform”). Please review the following Terms and conditions carefully
We provide a digital collection of 10.000 Nifties NFTs. These assets can then be visualized on our platform and purchased via any other third-party we use to promote our art.
You may only use this platform according with these Terms and conditions and may not use it to engage in any unlawful activity or fraudulent purpose or to infringe on the rights of this Platform or others.
1) LEGALLY BINDING TERMS
The provisions on these Terms and Conditions are legally binding, and they contractually bind the Users to this Platform. By accessing to this platform, you agree to these Terms, and agree you are legally bound by them. If you do not agree to these Terms, we urge you to not use our services.
These provisions shall remain in force between the parties from the time you access to our services and platform and will remain active even if you terminate your relationship with us.
2) OUR SERVICES
When you are accessing to our services and NFT via the third-party provider such as crypto wallet integration like Metamask you agree to share your public wallet address, to comply with its terms and conditions and follow its instructions. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval.
You agree that by accessing to our Digital Artwork via Opensea.io we are not liable for any failure or misconduct incurred by that third-party platform. We are not responsible for any loss, hack, decrease in price or anything related to the performance of that platform or the NFT assets.
If you are under the age of 18, please do not submit personal information to the Services. Under no circumstances a minor can access to this platform with or without the consent of the parent or guardian.
The records are personal and non-transferable, being the holder thereof solely responsible for the actions taken with their registration.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. By accessing the Content, the Site or Tools, you are representing and warranting that you are of the legal age of majority in your jurisdiction as is required to access such Tools and Content and enter into arrangements as provided by the Tools. You further represent that you are otherwise legally permitted to use the Tools in your jurisdiction including owning cryptographic tokens, and interacting with the Site, Tools or Content in any way. You further represent that you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that we are not liable for your compliance or failure to comply with such laws. You further represent and warrant that all funds or assets used by you have been lawfully obtained by you in compliance with all applicable laws.
The information on the Site, and content are not intended for distribution to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance of local laws, if and to the extent local laws are applicable. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
5) OUR PLATFORM
Our platform allows users to access a variety of designs, digital art. You will have the option to visualize our artwork that are based on the NFT's designs and will be offered to the public with the limitation of 10000 units.
This Platform is not a party in any contractual relationship between you and any third-party provider that we may use to promote our services. We are not a financial institution, broker, or insurer. We are not acting as an agent, representative or broker in any capacity for any user of the Services.
Main event. One (01) Nifty possess a unique trait, named “Crown”, that will receive a two (02) Ethereum compensation. Just one (1) “The Golden Ticket” of the 9.778 of the collection shall receive the prize once the sale is closed and the collection is revealed. Also, a $ 300.000 prize will be disposed to all the community, which will decide what to do with such resources; if the 100% of the collection is not sold, but the 50% is sold, the $ 150.000 will be distributed between the community as they decide. The rewards are up to $ 300.000 at disposal for the community and up to two (02) Ethereum for the “Crown” unique trait, those values are calculated at 100% of the sale, once the sale is closed and the collection is revealed, the amount that will be distributed amongst the winners is equivalent to the % of the sales. Since we are only selling 9778 (222 are for promotional purposes and for the developers) 100% = 9778units / 50% = 4889units / 10% = 977,8units. Whatever amount we sell will be calculated towards the Rewards Pot by the percentage equivalent to the sales.
Noncustodial. While this Platform offers Digital Artwork, we only take custody or possession of Artwork that is created by us or properly authorized and licensed by the respective authors to promote. The Platform facilitates User collection of Digital Artwork, but neither this Platform nor the Creators and Founders are custodians of any Digital Artwork not created by us. The User understands and acknowledges that the Smart Contracts do not give us custody, possession, or control of any Digital Artwork at any time for the purpose of facilitating transactions on the Platform. You affirm that you are aware and acknowledge that this Platform is a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by this Platform or any third-party. This Platform cannot make any representation or guarantee that Buyers will achieve any particular outcome as the result of buying our NFT.
6) RULES AND RESPONSIBILITIES
You agree that, while using our Services, you shall not:
7) ASSUMPTION OF RISK
You accept and acknowledge each of the following:
A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of digital assets could materially and adversely affect the value of your acquired digital art, which may also be subject to significant price volatility. We will be able to sell for a profit at a short term; we cannot guarantee that any purchasers of our material will not lose money.
B. You are solely responsible for determining what, if any, taxes apply to your transactions. This Platform is not responsible for determining the taxes that apply to your transactions.
C. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
D. The regulatory regime governing blockchain technologies, NFT, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of our ecosystem, and therefore the potential utility or value of our content. E. Upgrades by any third party, Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 and ERC-20 standard, including our ecosystem.
E. Upgrades by any third party, Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-721 and ERC-20 standard, including our ecosystem.
8) PAYMENT, GAS FEES, AND TAXES
Fees. The Fees for the sale of Digital Artwork on our platform is as follows:
When buying our digital assets, you agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.
We do not directly collect any fees, commissions, or royalties for transactions occurring outside of our platform. We only charge 5% of royalties related to OpenSea transactions, shared as 1.5% for all the Nifty Holders community and the remaining 3.5% for the developer team. Users irrevocably releases, acquits, and forever discharges us and our subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market transaction.
We will have no insight into or control over these payments or transactions related to digital art, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Site and/or the App or using the Smart Contracts.
Gas. All transactions on our platform related to “Digital Art”, including without limitation minting is facilitated by smart contracts existing on the Ethereum network and third-party electronic wallets. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network. The first 222 units are free + gas and the rest (8444) are priced at 0.06ETH. The value of the Gas Fee may change, often unpredictably, and is entirely outside of our control. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction be invalidated or otherwise unenforceable on the basis that the Gas Fee for the transaction was unknown, or unacceptable.
Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of our platform, NFT and content (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks)”
9) NO FINANCIAL ADVICE
This Platform is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any transaction or activities effected by you using these Platform Services. No communication or information provided to you by this Platform is intended as, or shall be considered or construed as, investment advice, financial advice, or any other sort of advice.
10) INTELLECTUAL PROPERTY AND OWNERSHIP
The material produced by this Platform are intellectual works protected by the Law of Intellectual Property applicable in the United States. Each of the elements that compose them (such as design, text, video, know how, name, music, graphics, images, information, applications, sounds, colors, logos, web page layout, applications, and tools, among others) are exclusive property of this Platform, its founders, and its owners. We are the only legal authorized entity to use the intellectual property rights and creative work of these elements.
It is prohibited any reproduction and/or full or partial representation, use, adaptation, or modification of the applications or any of the elements that compose them, under any format, or in any form, for other purposes, including commercial.
The access to our platform and services does not provide any exclusive license of use or disposition of these services.
You hereby acknowledge, understand, and agree that accessing to our content does not constitute an “assignment of our intellectual property and creative rights” to you. We, our affiliates and successors have a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Digital Artwork on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to our business, including without limitation, the express right to: (i) display or perform the Digital Artwork on the Platform, a third party platform, social media posts, blogs, websites, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative Artwork; (iii) indexing the Digital Artwork in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Digital Artwork within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.
Artwork you mint. You are the owner of the artwork created by you, and you hereby acknowledge, understand, and agree that as the owner of the “piece of art” you are granted to collect, transfer, expose, use, create physical versions, copy, and display the purchased and/or created artwork for the purpose of creating derivative works. Nothing in this Section shall restrict you from owning or operating a platform that permits the use and sale of the artwork generally, provided that the marketplace cryptographically verifies each owner's rights. Your ownership does not allow you to create a variation of our NFT or sell it from a different contract.
Copyright Policy. This Platform prohibits the creation of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.
This Platform has adopted the general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”).
Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials created in our platform infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (” DMCA”).
11) COMMUNITY GUIDELINES
When you collect our art:
12) SYSTEM FAILURES
When you are accessing to our services and NFT via the third-party provider such as crypto wallet integration like Metamask you agree to share your public wallet address, to comply with its terms and conditions and follow its instructions. Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval You agree that by accessing to our Digital Artwork via Opensea.io we are not liable for any failure or misconduct incurred by that third-party platform. We are not responsible for any loss, hack, decrease in price or anything related to the performance of that platform or the NFT assets. If you are under the age of 18, please do not submit personal information to the Services. Under no circumstances a minor can access to this platform with or without the consent of the parent or guardian. The records are personal and non-transferable, being the holder thereof solely responsible for the actions taken with their registration.
This Platform is not responsible for any harm, loss, or damage to the equipment of the User caused by flaws in the system, server or the Internet. This Platform does not guarantee access and continuous use, without interruption of the application. Eventually, the system may not be available for technical reasons or Internet failures, or any other circumstances unrelated to this Platform or under our control.
The web applications may contain links to other applications or sites on which this Platform has no control. The inclusion of links to other applications or sites is about informational content, so this Platform does not have any control to their content, services and/or products offered and cannot be held liable, in this regard, of any responsibility.
The User, expressly accepts that:
1. The use of the platform is carried out at the expense and risk of the User, being of their sole responsibility.
2. The User declares and assumes that is legally able, capable, and authorized to exercise their activity related in particular to the provision of our services. It cannot, therefore, be assigned any responsibility to us for any error arising from User's activity.
3. We provide no assurance regarding: the matching of the platform with the user requirements, the exemption of errors in the software, the quality or performance of the platform.
You expressly understand and agree that your access to and use of the site, and content are at your sole risk, and that the site, and content are provided “as is” and “as available” without warranties of any kind, whether express or implied.
To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the site, content and any part of it (including, without limitation, the site, any smart contract, or any external websites), including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that: (i) your access to or use of the site, and content will meet your requirements, (ii) your access to or use of the site, the content will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the site will be accurate, (iii) the site or any content, services, or features made available on or through the site and content are free of viruses or other harmful components.
You accept the inherent security risks of providing information and dealing online over the internet and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence.
We will not be responsible or liable to you for any losses you incur as the result of your use of any third-party platform, Ethereum network or any electronic wallet, including but not limited to any losses, damages or claims arising from: (a) user error, incorrectly construed smart contracts or other transactions; (b) server failure or data loss; (c) corrupted wallet files; (d) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute forcing or other means of attack against the app, Ethereum network, or any electronic wallet.
We are not responsible for losses due to blockchains or any other features of the Ethereum network or any electronic wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Ethereum network, including forks, technical node issues, or any other issues having fund losses as a result.
You agree to defend, indemnify and hold harmless this Platform, and its officers, from and against any and all claims, damages, obligations, losses (whether direct, indirect or consequential), liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) Your breach of any provision of this User Agreement; (ii) Your breach of any third party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right; (iii) Your use of the Platform or the Service, or (iv) any claim that the Platform, Services or any Materials caused damage to you or a third party. This indemnification obligation will remain in effect after termination, modification or expiration of this Agreement and Your use of the Service and the Platform.
16) LIMITATION OF LIABILITY
You expressly understand and agree that this Platform will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, loss in value of any digital artwork, damages for loss of goodwill, use, data or other intangible losses (even if this Platform has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the platform; (ii) the cost of procurement of substitute goods and platforms resulting from any digital artwork, goods, data, information or platforms purchased or obtained or messages received or transactions entered into through or from the platform; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the platform; or (v) any other matter relating to the platform. In no event will this Platform’s total liability to you for all damages, losses or causes of action exceed the amount you have paid this Platform during the period of your relationship with us.
Accordingly, some of the above limitations set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the platform or with these terms of platform, your sole and exclusive remedy is to discontinue use of the platform.
17) LEGAL LIMITATIONS ON DISCLAIMERS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.
To the extent permitted by applicable law, in consideration for being allowed to use the Token, you hereby release and forever discharge this platform and its founders from, and hereby waive and relinquish, 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 has arisen or arises directly or indirectly out of, or that relates directly or indirectly, to the Token. You hereby waive any applicable provision in law or regulation in connection with the foregoing, including the provisions of section 1542 of the California Civil Code, which states: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favour at the time of executing the release, and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.”
You may not assign any rights or licenses granted under the Agreement. We reserve the right to assign any rights and/or licenses under this Agreement without restriction, including but not limited to any of this Platform affiliates or subsidiaries or any successors of this Platform or business interests.
20) FORCE MAJEURE
We shall not be responsible for any delay or failure in performance of the Token resulted directly or indirectly from any events or circumstances beyond our reasonable control, including but not limited to, natural disaster, civil unrest, terrorism, significant market volatility and failure of Internet services, equipment, or software.
21) BREACH OF AGREEMENT
The failure to comply with any of the provisions of this agreement shall be a material breach. In the event that a breach of the provisions of this Agreement occurs or is threatened, we may terminate, suspend, and/or restrict your account, your access, and/or use the Service. After this Agreement is enforced, your obligations stipulated in this Agreement shall bear the liability to compensate us for all losses and damages caused by such a breach.
22) PARTIAL INVALIDITY
If any provision of the Terms and conditions is held invalid or unenforceable, for any reason or to any extent, such invalidity or unenforceability will not affect, in any way, or render invalid or unenforceable the remaining provisions of the Terms and conditions and the application of that provision shall be enforced in the extent permitted by law.
23) DISPUTE RESOLUTION AND ARBITRATION
You hereby understand that arbitration precludes you from suing in court or having a jury trial. You and this platform agree that any dispute arising out of or related to this Agreement is personal to you and this platform, and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for small claims disputes in which you or this platform seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or this platform seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and this platform waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the NFT resolved in court. Instead, for any dispute or claim that you have against this platform or relating in any way to the Services, you agree to first contact this platform and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us.
If you and this platform cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the JAMS, or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco, California, in accordance with the JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS Site and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
The enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
Any claim arising out of or related to this Agreement must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and this platform will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by contacting us. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the governing law section.
If any portion of this Section is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from this Agreement, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section or the parties' ability to compel arbitration of any remaining claims on an individual basis under this Section, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.
24) GOVERNING LAW
The interpretation and enforcement of the Agreement, and any dispute related to the Agreement or the NFT, will be governed by and construed and enforced in accordance with the laws of the California, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.
Upon termination of these Terms for any reason, all rights, and obligations of the parties that by their nature are continuing will survive such termination.