Terms of Service | Premium Digital Art Marketplace

Introduction

Updated: April 19, 2024

XVERSO is a curated and premium digital art marketplace operating on the Ethereum blockchain. The XVERSO Platform uses specially-developed smart contracts that enable artists to sell their digital art to collectors on a peer-to-peer digital marketplace. Collectors may trade, transfer, sell, or proudly display their collected XVERSO pieces on the XVERSO Platform.

Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) very carefully. This Agreement is between you (the “User(s),” “Artist(s),” “Collector(s),” “Owner(s),” and collectively with others using the Site - “Users”) and If So, What? Inc., Inc., a company operating the XVERSO platform and organized under the laws of the State of Delaware (“If So, What? Inc.,” “XVERSO,” “the Company”, “we”, “our” or “us” and together with you, the “Parties”). These Terms govern your use of the website located at XVERSO.com and XVERSO.io (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs located at any of If So, What? Inc.’s websites, including without limitation, successor website(s) or application(s) thereto (the “Platform”).

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Platform user interface, in an email notification, or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site and any changes concerning payment will be effective immediately. Your continued use of the Site and after the date any such changes become effective constitutes your acceptance of the new Agreement.

XVERSO IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. XVERSO FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER IN THE SALE OF DIGITAL ART BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF DIGITAL ART OR BETWEEN ANY USERS. THIS TERMS OF USE AGREEMENT ("AGREEMENT") IS IMPORTANT AND AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ IT CAREFULLY. WE WANT TO LET YOU KNOW THAT THIS AGREEMENT INCLUDES AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. YOU HAVE THE OPTION TO OPT OUT OF THE BINDING ARBITRATION AGREEMENT, SUBJECT TO CERTAIN NOTICE REQUIREMENTS.

Definitions

"Digital Art" refers to digital artworks created as unique non-fungible tokens, implemented on the Ethereum blockchain (the "Ethereum Platform") using smart contracts. "You" refers to you, the user, who uses or visits the Site and/or sells or purchases Digital Art on the Site.

Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use and share information about you.

Account Registration and Communication Preferences

If you wish to participate in the sale or purchase of Digital Art, you will need to register for an account on the Site ("Account"). By creating an Account, you agree to (a) provide accurate, current and complete Account information about yourself, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Site, or your Account. XVERSO will block multiple accounts of the same user.

Also, you agree that you will NOT:

Create another account if we've disabled one you had unless you have our written permission first;
Buy, sell, rent or lease access to your Account or username unless you have our written permission first;
Share your Account password with anyone;
Log in or try to log in to access the Site through unauthorized third party applications or clients.

By using the Site, You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

XVERSO may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism, or for know-your-client requirements. As part of XVERSO's efforts to maintain a safe Site and adhere to any applicable legal regulation, statute, or law, XVERSO may also require you to provide additional information and documents in cases where it has reasons to believe that:

Your Account is being used for money laundering or for any other illegal activity;
You have concealed or reported false identification information and other details;
Your account has been associated with fraud or illegal activity;
There is reasonable suspicion by use that the person logged into your account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes;
Transactions effected via your Account were effected in breach of this Agreement.

In such cases, XVERSO in its sole discretion, may pause or cancel your transactions until such additional information and documents are reviewed by XVERSO and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, XVERSO may refuse to provide the Content to you. By creating an Account, you also consent to receive electronic communications from XVERSO (e.g., via email or by posting notices to the Site). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

You must provide all equipment and software necessary to connect to the Site and services, including but not limited to, a mobile device that is suitable to connect with and use Site and services, in cases where the Site offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Site or services.

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of XVERSO.

As stated above, your participation in the sale or purchase of Digital Art is also subject to the rules available on this page.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site ("Feedback"). You may submit Feedback by emailing us at: hi@xverso.io or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

Ownership

Unless otherwise indicated in writing by us, content and other materials contained therein, including, without limitation, the XVERSO logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content"), the Site, and any Digital Art are the proprietary property of XVERSO or our affiliates, licensors, or users, as applicable.

Notwithstanding anything to the contrary in this Agreement, the Site and Content may include software components provided by XVERSO or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

The XVERSO logo and any XVERSO product or service names, logos or slogans that may appear on the Site or Service are trademarks of XVERSO or our affiliates and may not be copied, imitated, or used, in whole or in part, without our prior written permission. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Site or Content. You may not use any metatags or other "hidden text" utilizing "XVERSO" or any other name, trademark or product or service name of XVERSO or our affiliates without our prior written permission. In addition, the look and feel of the Site and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark, or trade dress of XVERSO and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and XVERSO names or logos mentioned on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by XVERSO.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by XVERSO or its licensors, except for the licenses and rights expressly granted in these Terms.

License to access and use our site and content, license to Digital Art

You are hereby granted a limited, nonexclusive, non transferable, revocable, non sublicensable license to access and use the Site and Content. However, such license is subject to this Agreement and does not include any right to (a) sell, resell or use commercially the Site or Contents, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Site or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Site or Content, except as expressly permitted by us, and (f) use the Site or Content other than for their intended purposes.

Creator(s): XVERSO does not claim ownership of your User Materials or your Digital Art. When you upload content to the Site, including any Digital Art, you are and remain the owner of your User Materials and your Digital Art. However, when you as a user create, upload, send, receive, post, publish or store your User Materials, such as text, photos, audio, visual works, video or other materials and information (" User Materials"), on, through or in the Site, you represent that (a) you either are the sole and exclusive owner of all User Materials that you make available on or through the Site; (b) you have all rights, licenses, consents and releases that are necessary to grant to XVERSO the rights in and to such User Materials, as contemplated under these Terms, including without limitation, that you have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Materials (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Materials; (c) neither the User Materials nor your posting, uploading, publication, submission or transmittal of the User Materials or XVERSO's use of the User Materials (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Materials and your Digital Art on, in or through the Site, you grant to XVERSO a non-exclusive, worldwide, assignable, sublicensable (through multiple tiers), perpetual, fully paid up, and royalty-free license to such User Materials to access, use, store, host, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise distribute such User Materials solely for the purpose of providing and/or promoting the Site and, featuring your User Materials and your Digital Art within our Site and promoting it through our marketing ecosystem. To the extent applicable and permissible by law, you hereby waive any and all claims that you may now or hereafter have in any jurisdiction to so-called "moral rights" or right of "droit moral" with respect to any of your User Materials. You may request to remove your User Materials in accordance with our Privacy Policy, which is hereby incorporated by reference. The rights granted in this section will survive the termination or expiration of this Agreement.

Purchaser(s)/Collector(s) : This Digital Art is a limited-edition digital creation. Collectors receive a cryptographic token representing the Creator's Digital Art as a piece of property, but do not own the creative work itself. Collectors may display and share the Digital Art, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Digital Assets, excepting the limited license to the Digital Art granted by these Terms or agreed upon otherwise. Upon collecting Digital Art, Collectors receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Digital Assets legally owned and properly obtained by the Collector for non-commercial purposes.

The Collector's limited license to display the Digital Art, includes, but is not limited to, the right to display the Digital Art privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase, ownership, or interest, (ii) for the purpose of sharing, promoting, discussing, or commenting on the Digital Art; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Art; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments.

Collectors have the right to sell, trade, transfer, or use their Digital Art, but Collectors may not make "commercial use" of the Digital Art.

The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creator's express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Digital Art which would be prejudicial to the Creator's honor or reputation; (ii) use the Digital Art to advertise, market, or sell any third party product or service; (iii) use the Digital Art in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Digital Art in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector's personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Art; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Art; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Assets, whether on or off of the XVERSO Platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Assets; or (ix) otherwise utilize the Digital Art for the Collector's or any third party's commercial benefit.

Collectors irrevocably release, acquit, and forever discharge XVERSO's and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for XVERSO's use of a Digital Art in accordance with these Terms.

XVERSO has the right to remove or refuse to post any User Materials, including Digital Art, (a) for any or no reason in our sole discretion; (b) take any action with respect to any User Materials that we deem necessary or appropriate in our sole discretion, including if we believe that such User Materials violates the Terms of Use, infringes any intellectual property right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for XVERSO; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and (e) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS XVERSO AND ITS AFFILIATES, LICENSORS, LICENSEES, AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

You understand and agree that We have the right to terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.

XVERSO shall have the right, but not the obligation, to monitor the content of the offerings, to determine compliance with these Terms and any operating rules established by XVERSO and to satisfy any law, regulation, or authorized government request. XVERSO shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Offerings. Without limiting the foregoing, XVERSO shall have the right to remove any material that XVERSO, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. However, we cannot undertake to review all User Materials before it is posted on the Site and cannot ensure prompt removal of objectionable User Material after it has been posted. Accordingly, we assume no liability for any action regarding transmissions, communications, or content provided by any user or third party.

User Conduct

When using the Site, no User is allowed to:

Violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity;
Use the Digital Art in any way that is contrary to your grant of rights in the Digital Art;
Provide false or misleading information to XVERSO;
Use or attempt to use another user's Account without authorization from such user and XVERSO;
Use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site, or that could damage, disable, overburden or impair the functioning of the Site in any manner;
Reverse engineer any aspect of the Site, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area or code of the Site, including without limitation using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
Use data collected from our Site to contact individuals, companies, or other persons or entities, including without limitation for any direct marketing activities;
Manipulate the price of any item (e.g., Digital Art) in a sale, including without limitation, engaging in any coercive, deceptive, and/or manipulative behavior concerning a sale, including using coercive, deceptive, and/or manipulative bidding tactics, or interfere with any other user's sale, listing, or profile;
Defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;
Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes, viruses or any other technologies that may harm XVERSO or the interests or property of users;
Solicit personal information from anyone under the age of 18;
Use the Site or Ethereum Platform to carry out or promote any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Ethereum Platform, or the Site;
Access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services.

Assumption of Risk

You accept and acknowledge:

The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Digital Art, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Digital Art will not lose money.

You are solely responsible for determining what, if any, taxes apply to your Digital Art transactions. Neither XVERSO nor any other XVERSO Party is responsible for determining the taxes that apply to Digital Art transactions.

Our Site does not store, send, or receive Digital Art. This is because Digital Art exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of Digital Art occurs within the supporting blockchain and not on this Site.

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 XVERSO will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Digital Art, however caused.

A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Ethereum Ecosystem and therefore the potential utility or value of Digital Art.

The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Auction and/or Site and the utility of Digital Art refers to digital creations unique non-fungible tokens, implemented on the Ethereum blockchain (the "Ethereum Platform") using smart contracts. "You" refers to you, the user, who uses or visits the Site and/or sells or purchases Digital Art on the Site.

The Site will rely on third-party platforms such as MetaMask, Coinbase or Paypal to perform the transactions for the sale of Digital Art. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Site will suffer.

Users hereby acknowledge and assume the risk of initiating, interacting with, participating in the Site or sale transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the Site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Site, and in initiating Ethereum-based transactions.

Third-Party Content Policy & Compliant Procedures

Third-Party Content Policy. As a matter of policy, we do not tolerate any User Materials posted to the Site that, in our sole discretion: infringes intellectual property rights; violates United States law; constitutes child pornography; or is obscene or defamatory. We intend to, in good faith, remove, disable, or restrict access to, or the availability of, User Materials that, in our sole discretion, we deem infringing, racist, obscene, obscene as to minors, child pornography, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable. The provisions of this section are intended to implement this policy but are not intended to impose a contractual obligation on us to undertake or refrain from any course of conduct.Third-Party Content Complaints. If you believe that someone has posted User Materials that violates this policy (other than in cases of copyright infringement, which is addressed separately below), we ask you to promptly notify us by email at the following address: hi@xverso.io. You must use this address if you want to ensure that your complaint is received by the appropriate person charged with investigating alleged policy violations. In order to allow us to respond effectively, please provide us with as much detail as possible, including: (1) the nature of the right infringed or violated (including the registration numbers of any registered trademarks or patents allegedly infringed); (2) all facts which lead you to believe that a right has been violated or infringed; (3) the precise location where the offending User Materials can be found; (4) any grounds to believe that the person who posted the User Materials was not authorized to do so or did not have a valid defense (including the defense of fair use); and (5) if known, the identity of the person or persons who posted the infringing or offending User Materials.

By lodging a complaint, you agree that the substance of your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of Delaware. In addition, you agree, at your own expense, to defend and indemnify us and hold us harmless against all claims which may be asserted against us, and all losses incurred as a result of your complaint and/or our response to it.

We expect visitors to take responsibility for their own actions and cannot assume liability for any acts of third parties which take place on the XVERSO site. You waive any and all claims or remedies that you might otherwise be able to assert against us under any theory of law (including, without limitation, intellectual property laws) that arise out of or relate in any way to the User Materials at the site or our response, or failure to respond, to a complaint.

You agree that we have the right (but not the obligation) to investigate any complaint received. By reserving this right, we do not undertake any responsibility in fact to investigate complaints or to remove, disable or restrict access to or the availability of User Materials. We support free speech on the Internet and therefore will not act on complaints that we believe, in our subjective judgment, to be deficient. If you believe that User Materials remain on the site that violate your rights, your sole remedy shall be against the person(s) responsible for posting or storing it, not against us.

Digital Millennium Copyright Act ("DMCA") Compliance. Pursuant to Title II of the DMCA, all claims alleging copyright infringement for material that you believe to be residing on the site, system or network should be promptly sent in the form of written notice to our designated agent:

XVERSO Attention: Designated Agent for DMCA Notices Email: hi@xverso.io

You may not send other notices or communications to the DMCA Agent, who is appointed solely for the purpose of receiving notices of claims alleging copyright infringement under the DMCA.

Filing a DMCA Notice. Specific requirements for proper notification of claimed infringement are set forth in the DMCA (see 17 U.S.C. § 512(c)(3)). Valid notification must be a written communication that includes all of the following elements:

a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner; a clear identification of the copyrighted work that is claimed to be infringing; Identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address);A statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law; 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 the exclusive right allegedly being infringed.

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Any person who knowingly materially misrepresents that Content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys' fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Filing a DMCA Counter-Notification. If a notice of alleged copyright infringement under the DMCA has been wrongly filed against you, you may submit a counter-notification to our DMCA Agent. Specific requirements for a proper counter-notification are set forth in the DMCA (see 17 U.S.C. § 512(g)(3)). A valid counter-notification must be a written communication that includes all of the following elements:

The User's name, address, telephone number, and email address; a clear identification of the copyrighted work that is claimed to be infringing; A physical or electronic signature; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; The following statement: "I swear, UNDER PENALTY OF PERJURY, that I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled”; A statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside of the U.S., for any judicial district in which the service provider may be found, and that you will accept service of process from the complainant.

Upon receipt of a valid counter-notification, we will forward it to the original complainant who submitted the DMCA notice alleging copyright infringement. The original complainant will then have ten days to notify us that it has filed a lawsuit relating to the allegedly infringing material otherwise we will restore the removed material or cease disabling access to it.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys' fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Removal of Content: As discussed throughout this Agreement, XVERSO reserves the right to remove any Content or Digital Art that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the Work on the Site and restricting the ability to sell, access, or view the Digital Art on the Marketplace. All transactions involving XVERSO are conducted with the knowledge and assumption of the risk that the Digital Art may subsequently be removed from the Site as a consequence of a DMCA dispute or a User's violation of these Terms. XVERSO shall not be liable to a Collector or Creator of a Crypto Asset that was subsequently taken down by XVERSO pursuant to a valid DMCA Take-Down Notice or a determination of a User's violation of these Terms.

Repeat Infringer Policy. In accordance with the DMCA and other applicable law, XVERSO has adopted a policy of terminating, in appropriate circumstances and at XVERSO's sole discretion, Users who are deemed to be repeat infringers. XVERSO may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Cooperation with XVERSO in Connection with DMCA Takedown: Creators expressly agree to refund to the Collector and/or XVERSO the entire portion of Fees received from the sale of a Digital Art that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counter notification. XVERSO will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

Creators, Collectors, and all Users expressly agree to cooperate and timely respond to XVERSO's investigations, requests, and inquiries related to DMCA disputes or allegations of infringement.

Fees

On successful sales, XVERSO takes a minimum 30% commission on all purchases on the primary market, additionally a credit card transaction fee for purchases through credit card. Gas fees for minting are paid for by the artists, gas fees for transfers by the buyers. XVERSO takes a 2.5% commission on all purchases on the secondary market and additionally a credit card transaction fee for purchases through credit card. We reserve the right to change fees as we deem appropriate depending on among others the type of sale, exhibitions, marketing efforts, digital artwork, and artist. 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. You further agree and understand that all sales are final, whether purchased in Ether or through credit card.

ALL PURCHASES AND/OR TRANSACTIONS INITIATED THROUGH OUR SITE ARE FACILITATED AND RUN BY THIRD-PARTIES, INCLUDING PAYPAL, AND BY USING OUR SERVICES YOU AGREE THAT YOU ARE GOVERNED BY THEIR TERMS OF SERVICE AND PRIVACY POLICY. ALL SALES ARE FINAL.

XVERSO does not generally collect any fees, commissions, or royalties for transactions occurring outside of XVERSO. Users irrevocably release, acquit, and forever discharge XVERSO and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market transaction.

All transactions on XVERSO, including without limitation, minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on various blockchain networks including, but not limited to Ethereum. The Ethereum network requires the payment of a transaction fee (a "Gas fee") for every transaction that occurs on the Ethereum network, and thus every transaction occurring on XVERSO. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of XVERSO. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on XVERSO be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.

The User consents to the automated collection and disbursement to Creator(s) of royalties for Secondary Market sales of XVERSO Items. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in royalty to a XVERSO Artist.

Users acknowledge and consent to the risk that the price of an Item purchased on the XVERSO marketplace may have been influenced by User activity outside of the control of XVERSO or the Site. XVERSO does not represent, guarantee, or warrant the accuracy or fairness of the price of any Digital Art sold or offered for sale on or off of the Site. The User agrees and acknowledges that XVERSO is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of Crypto Assets or to police User behavior on the Marketplace.

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 XVERSO (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any Assets).

Hyperlinks

You are granted a limited, nonexclusive, revocable, nontransferable, nonsublicensable right to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray XVERSO or our affiliates or any of our products or services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of XVERSO to link to the Site or Content without our express written permission. Further, you may not use, frame, or utilize framing techniques to enclose any XVERSO trademark, logo or other proprietary information, including the images found on the Site, the content of any text or the layout or design of any page, or form contained on a page, on the Site without our express written consent.

Third Party Services