2) Your TopFlower Account
You need to create an user account with TopFlower in order to access and use the Services (each an “User Account”). When you create an User Account, we will ask you for some personal information about yourself. We may require you, at our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services or authenticate your User Account. TopFlower reserves the right to decline to activate an User Account for any person for any reason. Your User Account is subject to the following conditions: Access: You understand and agree that access to your User Account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your User Account to any person without our prior written permission. Security: You understand and agree that you are solely responsible for maintaining the security of your User account and control over any user names, passwords, or any other codes that you use to access the Services or the Platform. Any unauthorized access to your User Account by third parties could result in the loss or theft of NFTs and/or funds held in your User Account and any associated accounts, including your linked cryptocurrency wallet(s), bank account(s) and credit card(s). You understand and agree that you will not hold us responsible for managing and maintaining the security of your User Account. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account. You are responsible for monitoring your User Account. If you notice any unauthorized or suspicious activity in your User Account, please notify us immediately. Trading Fees: In order to buy or sell a NFT on the Platform, you agree to pay all applicable fees and you authorize TopFlower to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees prior to your purchase or sale of a NFT. You are responsible for the payment of all fees due to TopFlower for each transaction associated with your User Account, as set out and in accordance with TopFlower’s fee schedule and procedures. Communication: You agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and telephone number current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to your email address on record are considered valid.
3) User Account Suspension
5) User Content
Unless otherwise indicated in writing by us, the Platform and the Site, all content, and all other materials contained therein, including, without limitation, the TopFlower logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection, organization and arrangement thereof and all related intellectual property rights (collectively, “TopFlower Content”) are the proprietary property of TopFlower or our affiliates, licensors, or users, as applicable. The TopFlower logo and any product or service names, trademarks, service marks, logos, or slogans that may appear on the Platform or the Site are trademarks of TopFlower or our affiliates The TopFlower Content and trademarks and may not be copied, imitated, publicly displayed, distributed or used, in whole or in part, without our prior written permission. You may not use any TopFlower Content without our express written permission. You may not use links to the Site or otherwise use framing techniques to enclose any TopFlower Content without our express written consent. In addition, the look and feel of the Platform, the Site and TopFlower Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of TopFlower and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in the TopFlower Content, and you further agree that all rights therein and any use thereof are and shall forever be owned by and inure to the benefit of TopFlower. You acknowledge that the ownership of digital asset NFTs made available or purchased on the Platform may give you the right to view, store, exchange, sell and display the NFT publicly but does not allow or imply commercial use or ownership of intellectual property on the brand, design, music, video, art or other media displayed in your digital asset NFTs. The intellectual property rights in any digital asset NTFs created by TopFlower are owned by us as the contributing artist or author. We will use commercially reasonable efforts to ensure that if any digital asset NTF are minted with a fixed number of pieces or packs as a limited edition, we will not mint additional copies in the future. The Platform and the Sites contain confidential and proprietary software, processes, data and information, and materials that may be owned by or licensed to us. This proprietary information and materials include, but is not limited to concepts, data, drawings, documents, proposals, specifications, programs, data models, data integration tools and techniques, and the design, layout, look, appearance, features, software code and graphics of the content and materials made available to you by TopFlower. Reproduction of the Platform or the Site (or any content or materials therein) is prohibited other than upon receiving the explicit written permission of TopFlower. You acknowledge and agree that as between you and TopFlower, title to and ownership of the TopFlower’s proprietary processes, content and technology used in the operation of the Site, the Platform and/or the Services, and all intellectual property rights relating thereto, including without limitations: copyrights, hardware designs, algorithms, software, content “look and feel”, software and user-interface designs, architecture, documentation (both printed and electronic), network designs, know-how, data, databases, ad copy, templates, trademarks, patents, trade names, trade dress, methodologies, trade secrets, confidential information and any related intellectual property rights and goodwill associated with the foregoing throughout the world (whether owned by TopFlower or licensed to TopFlower from a third party), and any derivatives, improvements, enhancements or extensions of, and any feedback or suggestions to, any of the foregoing, conceived, reduced to practice, or developed whether alone or jointly with others by TopFlower or you (collectively, “TopFlower IP”), are and will remain vested in TopFlower at all times and for all purposes. You will not challenge, contest or otherwise take any action inconsistent with TopFlower’s rights in and to the TopFlower IP. Without limiting the foregoing, you specifically acknowledge and agree that the following features or functionality of the Platform are proprietary methodologies, know-how and trade secrets unique to TopFlower and its licensors (the “Key Features”): [LIST ANY KEY FEATURES THAT ARE UNIQUE FEATURES TO THE PLATFORM AND/OR TRADE SECRETS OWNED BY TOPFLOWER.]
7) NFT Land Keys
8) Your Use of The Platform, the Site and TopFlower Content
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and the Platform displaying TopFlower Content. Our grant of such license is subject to the following conditions: Unlawful Activity: You agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity. Abusive Activity: You agree not to engage in any activity that poses a threat to the Site, the Platform or TopFlower and its businesses, for example by distributing a virus or other harmful code, or through unauthorized access to the Sites or other users’ accounts. Inappropriate Behavior: You agree not to interfere with other users’ access to or use of the Site and the Platform, including any TopFlower Content made available to you. Communication: You agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Sites or the Platform to contact individuals, companies, or other persons or entities outside the Site for any purpose, including but not limited to marketing activity. Fraud: You agree not to engage in any activity that operates to defraud TopFlower, other users, or any other person or that provides any false, inaccurate, or misleading information to TopFlower. Gambling: You agree not to utilize the Platform, the Sites or Services to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance. Taxes: You agree that you are solely responsible for determining what, if any, taxes apply to your NFT transactions. Neither TopFlower nor any other party affiliated with TopFlower or providing Services related to the Site, the Platform or TopFlower Content is responsible for determining the taxes that apply to your NFT transactions. Intellectual Property Infringement: You agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law (including without limitation any User Content posted or made available on the Site); (2) use TopFlower Content without the express written consent from TopFlower; or (3) engage in any action that implies an untrue endorsement, sponsorship or affiliation with TopFlower. Hyperlinks: You are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site for noncommercial purposes; provided that such link does not portray TopFlower, our affiliates, the Platform or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable. Additional Prohibitions: You agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any TopFlower Content; (2) modify or create derivative works from the Site or TopFlower Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site or TopFlower Content; (4) download any portion of the Site or TopFlower. Content, other than for purposes of page caching, except as expressly permitted by us.
10) In-Game Currency and Crystalized Upliftium
The Platform will include virtual, in-game tokens or currency (similar to Minecraft Coins) in the form of upliftium or crystalized upliftium. These particular NFTs will grant the holder in-game tokens (i.e., uplifitum) that can be redeemed for use in-game from TopFlower. However, any upliftium, crystalized upliftium or other in-game items used on the Sites can never be redeemed for cash value from us. The upliftium may be purchased from us using actual monetary instruments or using in-game currency if you have reached the age of "majority" where you live. Other than a limited, personal, revocable, non-transferable, non-sublicensable license to use the in-game currency and upliftium, you have no right or title in or to any such in-game currency or upliftium available on the Platform. We may at any time regulate, control, modify and/or eliminate the in-game currency and/or upliftium as we see fit at our sole discretion.
11) Inherent Risks of NFTs
Please note the following risks in accessing or using the Platform or the Sites: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; Fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility; Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs; NFTs are not legal tender and are not backed by the government; Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; Some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear; The nature of NFTs may lead to an increased risk of fraud or cyberattack, and may mean that technological difficulties experienced by TopFlower may prevent the access to or use of your digital assets; and Changes to Third Party Sites (discussed in Section 12 below) may create a risk that your access to and use of the Platform and the Sites will suffer.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that TopFlower does not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use the Platform and the Sites operated by TopFlower at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that TopFlower will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.
12) Third Parties
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY TOPFLOWER , THE PLATFORM, THE SITES, THE TopFlower CONTENT AND ALL MATERIALS CONTAINED THEREIN, AND NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TOPFLOWER (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. TopFlower DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE TopFlower ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM, THE SITES AND ANY TopFlower CONTENT SAFE, TopFlower CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM THE SITES, ANY TOPFLOWER CONTENT, AND ANY NFTS LISTED ON OUR PLATFORM, OUR SITES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR OTHERS FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, THE SITES OR NFTS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE EXCHANGE. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE EXCHANGE PLATFORM. WE DO NOT GUARANTEE THAT TOPFLOWER OR ANY TOPFLOWER PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.
TopFlower is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. TopFlower is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.
14) Limitation of Liability
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
16) Governing Law
19) Entire Agreement
Your revocation of such consent will not terminate your User Account. You may or may not incur additional charges by opting out of electronic consent – please refer to our fee schedule for current fees related to transactions on the Platform or the Sites.
22) Officers or Employees Setting Up User Accounts for Company or Business
24) Specific Performance
25) Use Limits
TopFlower reserves the right to establish general practices and limits concerning user accounts at any time (and may modify such practices and limits at its sole discretion), including without limitation the maximum number of days that any information or content will be retained and the maximum amount of file space that will be allotted on our servers on your User Account. You acknowledge that TopFlower reserves the right to log off user accounts that are inactive for an extended period of time and reserves the right at any time, and from time to time, to modify or discontinue, either temporarily or permanently, the Site, the Platform, or the Services (or any part thereof) with or without notice. You agree that TopFlower shall not be liable to you or to any third party for any such modification, suspension or discontinuance or your User Account.
26) Consumer Review Fairness Act
27) Notice of Claims of Intellectual Property Violations
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 any materials submitted to the Service, the Platform and/or the Site infringe your copyright, you (or your agent) may send TopFlower a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site or the Platform are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow TopFlower to locate the material on the Site or the Platform; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Site or the Platform should be sent to [email protected] . We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. Please provide all of the information requested above. No specific form is required to provide TopFlower with notifications of possible infringement. However, it will take TopFlower longer to process your notice if any of this information is not provided, and in some cases, we may not be able to process your notice. Also please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of possible infringement submitted electronically with an attachment will not be received or processed.
28) Miscellaneous Terms
29) Contact Information