Terms and Conditions

1. General Terms

The Terms and conditions (“Agreement”) set forth the general terms and conditions of your use of digipod (“digipod” or “Service”) and of its related products and services (collectively, “Services”).digipod is a platform that allows you to buy, sell, and display NFT (Non-fungible Tokens). For sale of specific Services digipodmay require you to accept additional Terms and Conditions. This Agreement is legally binding between you (“User”, “you” or “your”) anddigipod (“digipod”, “we”, “us” or “our”). By accessing and using digipod and its Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and all terms incorporated herein by way of a reference. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such an entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use digipod and its Services. You acknowledge that this Agreement is a contract between you and digipod, even though it is electronic and is not physically signed by you, and it governs your use of digipod and its Services. digipod is a service provider that facilitates sale transactions by way of providing a platform in the form of a digital marketplace. digipod does not form a part of any agreement between the parties in the sale transaction or between any other Users. digipodwill strive to ensure accuracy of information listed on digipod, although it will not hold any responsibility for any missing or wrong information about NFT operations. Users acknowledge that they are using all the information available on digipod at their own risk. Moreover, by accepting this Agreement the User acknowledges thatdigipod does not pre-screen all the NFTs accessible ondigipod and that by using digipod User may encounter NFTs that are offensive, indecent, or objectionable. User acknowledges and agrees that digipodis not responsible for checking and evaluating the content and/or functionalities of the NFTs accessible on digipod. digipoddoes not warrant or endorse and will not have any liability for any NFT provided on digipod, including, but not limited to, any errors or omissions in the NFTs, or any loss or damage of any kind incurred as a result of using such NFTs, or any of its parts including the code that may be written to display an NFT. Furthermore,digipod offers no guarantee or assurance of the uniqueness, originality, or quality of any NFT pieces listed by the creator ondigipod. In the absence of an express legal agreement between the creator of an NFT piece and the purchaser of the NFT piece, there exists no guarantee or assurance that the purchase or holding of the NFT piece confers any license or ownership of the NFT piece or other intellectual property associated with the NFT piece or any other right or entitlement. Moreover,digipod has no responsibility for the NFTs created or traded by Users on digipod. digipod does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFT created or traded by Users on digipod. If you, as a right holder or as a representative of a right holder, believe that displaying a product or work ondigipod infringes your intellectual property rights (copyrights, trademark rights, patent rights, etc.), see clause 10 of the Terms and Conditions for more information on how to report such violation.digipod has a strong interest in preventing such breaches. We will therefore promptly respond to your notice by taking appropriate action, which may include removing the affected product or information. The taking of such action does not imply that we acknowledge that we have any legal obligation in that regard, and the action in question is therefore taken without prejudice to all rights and without waiving any existing claims, rights and remedies, which we may under set/exercise your own discretion. By submitting the email, you grant digipod and the right to use the relevant information to process your notification, including, among other things, the right to forward the form to parties involved in providing the infringing content. Third Party Offers: You should be aware that certain third party offers come directly from the supplier and digipod only provides the platform for it. If you believe that an offer from a third party infringes your rights, please contact the supplier directly for possible action.

2. User Content

We do not own any data, information or material (collectively, “Content”) that you submit on digipod in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. You grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, digipod has the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable. Unless specifically permitted by you, your use of digipod and its Services does not grant us the licence to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose.digipodmakes no representations or warranties as to the quality, origin, or ownership of any Content found on digipod. digipod shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the Content, nor for the availability of the Content.digipod shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of Content.digipod authorizes third-party providers to list and sell their NFT art pieces on the website. Whether it is a third-party provider is stated on the relevant product specifications page. Althoughdigipod facilitates transactions on the digipodmarketplace, digipod is neither a buyer nor a seller of these items from third-party providers. digipod offers buyers and sellers the opportunity to negotiate and conclude transactions. Thus, the agreement concluded with the sale of these items from third-party providers is concluded exclusively between buyer and seller.digipod is not a contractual partner in this regard and therefore assumes no responsibility for the respective purchase agreement. digipod also does not act as a representative of the seller. The seller is responsible for the sale of the products, the handling of any complaints by the buyer and for all other matters arising from the agreement between the buyer and seller.

3. Billing and Payments

All payments and billings on digipod will be operated through a separately managed Ethereum Wallet that is not under the control, responsibility or influence of digipod, and as such we will not be liable for any loss of funds, money, information, transaction history on your Ethereum Wallets (e-wallets). If in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. Payments will be done in ETH by the buyer. The buyer requires a wallet for this, for example Metamask. In order to be able to make a payment the owner of the wallet needs a public address of the wallet holding the ETH and spending password.

- In case of the pre-sale for every NFT a unique public address is generated that is under control of digipod and is related to the artist of the NFT. digipod will collect the fees from this public wallet address and distribute the rest to the artist`s public wallet address, either manually or automatically. The transaction is recorded on the blockchain and has a unique transaction id and can be looked up via the blockchain explorer. This will unveil to what public addresses the money (ETH) will flow, also the fees that are being paid to fuel the transaction.

- In the case of the NFT marketplace this will be handled by a smart contract. The money will be transferred by the buying party in a general public contract address of digipod. The smart contract is responsible for distributing the NFT to the buyer`s public address and the distribution of the ETH being received. This is a unique transaction and is fully audited on the blockchain

4. Accuracy of Information

Occasionally there may be information on digipod that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, availability, promotions and offers.digipodreserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on digipod is inaccurate at any time without prior notice (including after you have submitted your order). digipodundertakes no obligation to update, amend or clarify information ondigipodincluding, without limitation, pricing information, except as required by law. No specified update or refresh date applied on digipodshould be taken to indicate that all information on digipod or its Services has been modified or updated.

5. Third Party Services

If you decide to enable, access or use third party services, be advised that your access and use of such other services are governed solely by the terms and conditions of such other services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other services. You irrevocably waive any claim against digipod with respect to such other services.digipod is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such other services, or your reliance on the privacy practices, data security processes or other policies of such other services. You may be required to register for or log into such other services on their respective platforms. By enabling any other services, you are expressly permitting digipod to disclose your data as necessary to facilitate the use or enablement of such other service.

6. Backups

digipod is not responsible for the Content residing ondigipod. In no event shall we be held liable for any loss of any Content. It is your sole responsibility to maintain appropriate backup of your Content. Notwithstanding the foregoing, on some occasions and in certain circumstances, with absolutely no obligation, digipodmay be able to restore some or all of your data that has been deleted as of a certain date and time when we may have backed up data for our own purposes. We make no guarantee that the data you need will be available.

7. Advertisements

During your use of digipod and its Services, you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through digipod and its Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. digipod shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party.

8. Links to Other Resources

Although digipod may link to other resources, digipod is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. Some of the links on digipodmay be “affiliate links”. This means if you click on the link and purchase an item, digipod will receive an affiliate commission.digipod is not responsible for examining or evaluating, anddigipod does not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link ondigipod. Your linking to any other off-site resources is at your own risk.

9. Prohibited uses

In addition to other terms as set forth in the Agreement, you are prohibited from using digipod and Services or Content: i. for any unlawful purpose; ii. to solicit others to perform or participate in any unlawful acts; iii. to violate any national, European or International regulations, rules, laws, or local ordinances; iv. to infringe upon, through creating, selling or using of digipodServices, or violate our intellectual property rights or the intellectual property, trademark, patent, trade secret or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity unless the applicable User owns or controls the rights thereto or has received all necessary consent to do the same; v. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; vi. to submit false or misleading information; defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other; vii.to upload or transmit viruses or any other type of malicious code, upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that will or may be used in any way that will affect the functionality or operation of digipod and Services, third party products and services, or the Internet; ix. trading NFTs at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT, unduly or improperly influencing the market price for such NFT or establishing a price which does not reflect the true state of the market; x. participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT; xi. employ any device, scheme digital or physical or artifice to defraud, or otherwise materially mislead, digipod, any member of thedigipodCommunity, including by impersonating or assuming any false identity; xii. engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities; xiii. engage in any act, practice or course of business that can be seen as a fraudulent or deceitful upon digipod and its Community; or xiv. use the Services by or on behalf of a competitor of digipod or competing platform or service for the purpose of interfering with the Services to obtain a competitive advantage xv. to interfere with or circumvent the security features of digipod and Services, third party products and services, or the Internet. The foregoing matters are referred to herein as Prohibited Use. We reserve the right to terminate your use of digipod and its Services for violating any of the Prohibited Uses.

10. Intellectual Property Rights

“Intellectual Property Rights” means all present and future rights conferred by statute, law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. This Agreement does not transfer to you any intellectual property owned bydigipod or third parties, unless expressly specified. Other trademarks, service marks, graphics and logos used in connection withdigipod and its Services may be the trademarks of other third parties. Your use ofdigipod and its Services grants you no right or license to reproduce or otherwise use any of digipod or third party trademarks. digipod has duly observed its legal obligations under the Estonian and European Union Law specifically the Takedown Obligations under the Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC and 2001/29/EC. digipod will respond to notices of alleged copyright infringement under Directive 2000/31/EC of the European Parliament and of the Council of June 2008 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market. digipod will respond to such notice under the following conditions: i. a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner; ii. a clear identification of the copyrighted work that is claimed to be infringing; iii. identification of the online material that is claimed to be infringing; including, if possible, a URL representing a link to the material on digipod; v. information sufficient to permit digipodto contact the complainant, such as email address, physical address, and/or telephone number; vi. a statement that the complainant has a good-faith belief that the relevant material is being used in a way that is not authorized by the copyright owner, its agent, or under the law; and vii. a statement, made under penalty of perjury, that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner.

11. Fees and Other Charges

Creating, buying, selling or transferring NFTs may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of digipod, an NFT creator or participants in the Ethereum ecosystem. On the date of initial publication of these Terms and Conditions, Fees include: i. Necessary minting fees for minting (digipod takes no minting commissions) ii. Transaction fees can fluctuate and they are specified by Ethereum, more information can be found at https://ethereum.org/en/developers/docs/gas/. iii. Primary fees are paid upon the first sale (taken from the seller). iv. Secondary fees are paid upon a consequent sale from the seller side v. Fees are subject to change based on the agreement between artist, collector, curator and digipod, specifically for special collections and auctions and could be up to 60%, in case digipod promotes this art or it is specifically for a specific cause.

12. Disclaimer of warranty

You agree that such Service is provided on an “as is” and “as available” basis and that your use of digipod and its Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service unless stated otherwise. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

13. Limitation of Liability

To the fullest extent permitted by applicable law, in no event willdigipod, its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages.

14. Indemnification

You agree to indemnify and hold digipod and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of digipod and its Services or any willful misconduct on your part.

15. Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

16. Dispute resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the Republic of Estonia without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the Republic of Estonia. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in the Republic of Estonia, and you hereby submit to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

17. Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of its assets or stock or as part of a merger.

18. Entire Agreement

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

19. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.

20. Changes and amendments

digipod retains the right to modify the Terms and Conditions at any time and in digipod’s sole discretion. Once modifications have taken place, digipod will provide notice of such changes by updating the “Last Updated” date at the beginning of the Terms and Conditions. We encourage you to review the Terms and Conditions from time to time to ensure that you understand the terms and conditions that apply when you access or use digipod.

21. Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using digipod and its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use digipod and its Services.

22. Contacting us

If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via email: info@digipod.org.