Term of Use

Itheum Data NFT Marketplace (DATA DEX) - Terms and Conditions of Use

Welcome to Itheum’s Data NFT Marketplace! We enable you to have greater control and transferability of your data with anyone by using the blockchain technology.

Disclaimer

While we use reasonable attempts to ensure the accuracy and completeness of the content, designs graphics and logos materials on the Website (Our Content), to the extent permitted by law, we do not warrant the accuracy, completeness or suitability of any of Our Content. The Content may be subject to change without notice and we do not undertake to keep the Website up-to-date. Our Content is factual information only, is not comprehensive and is for general information purposes only. We also do not warrant that access to the Site will be uninterrupted, error-free or free from viruses.

The Data NFT Marketplace (as described in clause 2 ) and (Data NFT Marketplace Services) is operated by Itheum Limited (we, our or us). These terms of use (Terms) apply to your use of, and access to, the Data NFT Marketplace Services. By accepting these terms and conditions, you represent to us that you are lawfully able to enter into agreements and have the legal authority and capacity to bind yourself to these Terms.

Definitions

  1. API means an application program interface.
  2. Compatible Networks means the following crypto networks:
    • (a) MultiversX Blockchain network;

    as amended from time to time.
  3. Crypto Wallet means a digital wallet, capable of holding cryptographic digital assets and interacting with a blockchain (eg. Ledger, XPortal, Metamask).
  4. Data NFT has the meaning given to the term set out in clause 3.1.
  5. Disqualified Person means, as determined by us in our sole and absolute discretion:
    • (a) a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the laws of, a jurisdiction that is considered high risk;
    • (b) a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority;
    • (c) a person acting, directly or indirectly, in contravention of any applicable law;
    • (d) a person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, any governmental authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any law; or
    • (e) a person that is a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar person under any applicable Law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.
  6. Website means the website at https://datadex.itheum.io (and any successor or related site designated by us), as updated by us from time to time.
  7. NFT means a non-fungible cryptographic token that interacts with a blockchain.
  8. Data NFT Marketplace means the online Data NFT marketplace described in section 2 of these Terms.
  9. Personal Data means data that you own or have a right to, which may include personally identifiable or sensitive data, that is linked to a Data NFT.
  10. Policies means the Privacy Policy, additional service terms, all restrictions described in the Data NFT Marketplace and on the Website, and any other policy or terms referenced in or incorporated into these Terms, but does not include whitepapers or other marketing materials referenced on the Website.
  11. Privacy Policy means the privacy policy located at https://itheum.com/legal/privacypolicy (and any successor or related locations, as updated by us from time to time.

Prohibited Use

1. Access and Use of the Data NFT Marketplace Services

1.1 You can access and use the Data NFT Marketplace Services in accordance with these Terms. You agree to comply with the terms of these Terms and all laws, rules and regulations applicable to your use of the Data NFT Marketplace Services.

1.2 To access and use the Data NFT Marketplace Services, you are required to have and use your Crypto Wallet which is capable of holding crypto assets on the Compatible Networks.

1.3 You acknowledge that our Data NFT Marketplace allows you to buy, sell or trade Data NFTs on Compatible Networks.

1.4 You acknowledge that Data NFTs may reference a link to Personal Data.

1.5 When you use of the Data NFT Marketplace Services, you acknowledge and agree that:

  • (a) we will not, at any point, host, store or use Personal Data;
  • (b) we are not responsible for any unlawful, malicious or unwanted use of Personal Data when you sell or grant use to Personal Data to any third party;
  • (c) you are solely responsible for the safekeeping and security of Personal Data; and
  • (d) you must use the Data NFT Marketplace Services in accordance with all applicable laws and these Terms.

1.6 By clicking any button or box marked “accept” or “agree” in connection with these Terms, or by accessing or using any of the Data NFT Marketplace Services, you agree to be bound by these Terms, a current version of which is available at the Website, and which may be modified from time to time at our sole discretion. We are only providing the Data NFT Marketplace Services if you accept all of these Terms. By using the Data NFT Marketplace Services, you confirm your understanding and you agree to be bound by all of these Terms. If you do not accept all of these terms, then you may not access or use any of the Data NFT Marketplace Services.

1.7 We may, from time to time, modify these Terms or Policies or change or discontinue any service we offer (including the Data NFT Marketplace Services) (Changes) at any time. If we do make any Changes, we will provide a minimum of 14 days advance notice prior to the effective date of any Change (Change Effective Date).

1.8 If you continue to use any of our services (including the Data NFT Marketplace Services), you will be deemed to be bound by the modified terms as of the Change Effective Date. However, If you do not agree with any Changes, you must not use any of our Services.

2. Data NFT Marketplace

2.1 Our Data NFT Marketplace will be available to use at https://datadex.itheum.io/datanfts/marketplace

2.2 To access the Data NFT Marketplace, you must connect your Crypto Wallet. We will never ask you for a password or secret phrase to your Crypto Wallet.

2.3 By using our Data NFT Marketplace, you will be able to:

  • (a) Buy – You can buy Data NFTs, using crypto assets in your Crypto Wallet, from other users who list their Data NFTs; and
  • (b) Sell – You can sell your Data NFTs to other users for crypto assets.
  • (Buying and Selling Data NFTs indicates an exchange of tokens between 2 parties to unlock access to the data)

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3. Data NFTs

3.1 A Data NFT is an NFT that contains information (data) that you have in your possession that you have linked to the NFT. This information may contain personally identifiable or sensitive data about you.

4. Your warranties and acknowledgments

4.1 When you sell a Data NFT, you warrant, represent and acknowledge that, at the time that you list or propose to sell the Data NFT:

  • (a) You have full right, title and interest in the Data NFT, Personal Data associated with the Data NFT, and any other data or media linked to the Data NFT;
  • (b) there is no encumbrance in relation to any part of the Data NFT, the Personal Data associated with the Data NFT and any other data or media which you have linked to the Data NFT;
  • (c) the Data NFT provides the holder of the Data NFT to access the Personal Data and other data or media which you have linked to the Data NFT;
  • (d) you have not made any misleading, deceptive or false representations in relation to the Data NFT, Personal Data other data or media which you have linked to the Data NFT; and
  • (e) the Data NFT does not contain or do anything that would:
    • (i) constitute a breach of an individual’s privacy (including providing access to private or personal information without an individual's consent) or any other legal rights;
    • (ii) constitute any hate speech or to distribute any illicit, harmful or offensive content (including pornographic images);
    • (iii) defame, harass, threaten, menace or offend any person;
    • (iv) constitute an unlawful purpose;
    • (v) interfere with any user’s use of the Data NFT Marketplace Services;
    • (vi) tamper with or modify the Data NFT Marketplace Services;
    • (vii) transmit any virus or other disabling features, or damage or interfere with the Data NFT Marketplace Services, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Data NFT Marketplace Services;
    • (vii) unsolicited electronic messages;
    • (ix) use data mining, robots, screen scraping or similar data gathering and extraction tools; and
    • (x) facilitate or assist a third party to do any of the above acts.

4.2 When you buy or sell a Data NFT or use any part of the Data NFT Marketplace Services you warrant, represent and acknowledge that:

  • (a) Data NFTs are not intended to or constitute securities of any form, units in a business trust, units in a managed investment scheme or any other form of regulated investment or financial or investment product in any jurisdiction;
  • (b) you are not a citizen or resident of a country the laws of which prohibit or conflict with the Data NFT Marketplace Services or your participation in or use of the Data NFT Marketplace Services;
  • (c) these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a managed investment scheme or any other form of regulated investment or financial or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;
  • (d) no Data NFT is to be construed, interpreted, classified or treated as enabling you to participate in or receive profits, income, or other payments or returns arising from or in connection with us, any crypto or public network, the Data NFTs or the proceeds of the Data NFT Marketplace Services, or to receive sums paid out of such profits, income, or other payments or returns;
  • (e) no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
  • (f) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to us;
  • (g) you have read and understood all of these Terms including any policies or community guidelines we issue and amend from time to time;
  • (h) any purchase of a Data NFT may be subject to additional terms and conditions that the seller or holder decides to attach to that Data NFT;
  • (i) you are not a Disqualified Person;
  • (j) you have full power and capacity to accept these Terms and perform all your obligations hereunder and, in the case, where you are accepting these Terms on behalf of a corporation:
    • (i) such corporation is duly incorporated and validly existing under the applicable laws; and
    • (ii) you are duly authorised to accept these Terms and procure the performance of obligations hereunder;
  • (k) if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;
  • (l) you have a good understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of crypto assets, blockchain assets, tokens and NFTs, blockchain-based software systems, crypto wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
  • (m) these Terms constitute legal, valid, and binding obligations on you;
  • (n) you are not a citizen or resident of any jurisdiction in which either the exchange for, receipt, or holding of Data NFTs is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;
  • (o) the funds that you will use to purchase Data NFTs were not and are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation or rule;
  • (p) the Data NFTs you buy or sell will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
  • (q) you are buy or sell Data NFTs as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person;
  • (r) you bear the sole responsibility to determine what tax implications your use of the Data NFTs or Data NFT Marketplace Services and agree not to hold us or any other person involved in the Data NFT Marketplace Services liable for any tax liability associated with or arising therefrom;
  • (s) we or any of our related parties are not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any use of the Data NFTs or Data NFT Marketplace Services or acceptance of or reliance on these Terms or any part thereof by you;
  • (t) you waive the right to participate in a class action lawsuit or a class wide arbitration against us, and/or any person involved in the provision of Data NFT Marketplace Services; and
  • (u) all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these Terms.

5. Data storage and data protection

5.1 Without limiting your obligations under clause 6, we will implement reasonable and appropriate measures to protect any data associated with your account and any information your provide us when using the Data NFT Marketplace Services.

5.2 You acknowledge and agree that:

  • (a) we will not store, hold or use Personal Data. It is your responsibility to store and protect Personal Data and we will not be liable for any loss, theft or misuse of Personal Data;
  • (b) due to the nature of blockchain technology, your Crypto Wallet public address will be publicly visible on Compatible Networks when you use the Data NFT Marketplace Services;
  • (c) we neither own nor control your Crypto Wallet, browser, the Compatible Networks or any other third parties site, product, or service that you might access, visit, or use for the purpose of enabling you to use our Services. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
  • (d) no method of transmission over the Internet, or method of electronic storage is 100% secure. While we will use commercially reasonable efforts to protect your data, we cannot guarantee its absolute security and we do not take any liability in case of security breaches.

6. Your Responsibilities

  • 6.1 You are responsible for all activities and your use of the Data NFT Marketplace Services.
  • 6.2 You must keep Personal Data safe and secure and you are solely responsible Personal Data’s security.
  • 6.3 You must not use the Data NFT Marketplace Services for any Prohibited Use.
  • 6.4 Where you permit, assists or facilitates an action, you will be deemed to have taken any action by any person or entity related these Terms.

    • 7. Fees

  • 7.1 In consideration for access to the Data NFT Marketplace Services, you agree to pay us the Fees as set out in the Data NFT Marketplace. You will only be charged Fees if you use the Data NFT Marketplace to buy or sell Data NFTs.
  • 7.2 You acknowledge that the Compatible Networks require the payment of a transaction fee (Gas Fee) for every transaction that occurs on a Compatible Network. The Gas Fee funds the network of computers that run decentralized Compatible Networks. This means that you will need to pay a Gas Fee for each purchase on the Data NFT Marketplace.
  • 7.3 Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement.

    • 8. Suspension and Termination

  • 8.1 We may, in our sole discretion, immediately suspend, terminate or limit your access or use of any of the Data NFT Marketplace Services or our other services, if you breach these Terms.
  • 8.2 If we suspend, cancel or limit your access or use or any of the Data NFT Marketplace Services, under clause 8.1, you will remain responsible for all fees and charges you incur prior to and during the period of suspension;
  • 8.3 You can terminate this agreement at any time by discontinuing your access to and use of the Data NFT Marketplace Services. You acknowledge that we may, in our sole discretion and for any or no reason, terminate these Terms and suspend and/or terminate the access to the Data NFT Marketplace Services and that we will not be liable to you or to any third party for any such suspension or termination.

    • 9. Prohibited Use and warranties about Personal Data

  • 9.1 You must not do or attempt to do anything that is unlawful, which is prohibited by applicable law, which we would consider inappropriate or which might bring us or the Data NFT Marketplace Services into disrepute. This includes:
    • anything that would constitute a breach of an individual’s privacy (including providing access to private or personal information without an individual's consent) or any other legal rights;
    • using the Data NFT Marketplace Services for any hate speech or to distribute any illicit, harmful or offensive content (including pornographic images);
    • using the Data NFT Marketplace Services to defame, harass, threaten, menace or offend any person;
    • using the Data NFT Marketplace Services for unlawful purposes;
    • interfering with any user of the Data NFT Marketplace Services;
    • tampering with or modifying the Data NFT Marketplace Services, knowingly transmitting viruses or other disabling features, or damaging or interfering with the Data NFT Marketplace Services, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Data NFT Marketplace Services;
    • using the Data NFT Marketplace Services to send unsolicited electronic messages;
    • using data mining, robots, screen scraping or similar data gathering and extraction tools on the Site; or
    • facilitating or assisting a third party to do any of the above acts.
  • 9.2 You agree that you are solely responsible for all Personal Data that you use when using our Data NFT Marketplace Services. You represent and warrant that Personal Data:
    • does not breach your Prohibited Use obligations set out in clause 9.1;
    • you are either the sole and exclusive owner of all Personal Data or you have all rights, licences, consents and releases that are necessary to grant to use Personal Data when using our Data NFT Marketplace Services; and
    • using Personal Data when using the Data NFT Marketplace Services will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  • 9.3 To the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any liability that we may suffer, incur or otherwise become liable for, arising from or in connection with any claim by a person that any of Personal Data breaches any obligation or warranties set out in this clause 9.

    • 10. Intellectual Property

    10.1 Except as provided in this clause 10, we will not have any right, title or interest in the Data NFTs or Personal Data.

    10.2 Unless otherwise indicated, we own or license all content and all intellectual property rights (including any copyright, registered or unregistered designs, illustrations, artwork, patents or trade mark or logo rights and domain names) displayed or used on the Website or on the Data NFT Marketplace (Our Intellectual Property).

    10.3 Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Data NFT Marketplace Services solely in accordance with this Agreement.

    10.4 Your use of, and access to, the Data NFT Marketplace Services and the Content does not grant or transfer to you any rights, title or interest to Our Intellectual Property. Unless otherwise permitted in these Terms, you must not:

    • (a) copy or use, in whole or in part, any of Our Intellectual Property;
    • (b) reproduce, retransmit, distribute, display, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property; or
    • (c) breach any intellectual property rights connected with Our Intellectual Property, including altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website or platform, or creating derivative works from Our Intellectual Property.

    10.5 Nothing in this clause restricts your ability to publish, post or repost Content or Our Intellectual Property on your social media page or blog, provided that

    • (a) you do not assert that you are the owner of the Content or Our Intellectual Property;
    • (b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
    • (c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
    • (d) you comply with all other terms of these Terms.

    11. Warranties; Limitations of Liability

    11.1 The Data NFT Marketplace Services are provided “as is”. Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and our affiliates and licensors:

    • (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the service offerings or the third-party content;
    • (b) disclaim all warranties, including any implied or express warranties;
    • (c) of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, or quiet enjoyment;
    • (d) arising out of any course of dealing or usage of trade; and
    • (e) that any content will be secure or not otherwise lost or altered.

    11.2 You may have certain rights under the consumer protection laws in your jurisdiction in relation to the Data NFT Marketplace Services. Despite anything to the contrary, to the maximum extent permitted by law, we exclude all liability for any loss or damage of any kind (including consequential loss, indirect loss, loss of profit, loss of benefit, loss of opportunity or loss of reputation) whether under statute, contract, equity, tort (including negligence), indemnity or otherwise arising out of or in connection with the Data NFT Marketplace Services, Website or any other information or content we publish.

    12. Privacy

    We respect your privacy and understand protecting your personal information is important. Our Privacy Policy (available on the Website) sets out how we will collect and handle your personal information.

    13. Which laws govern these Terms

    These Terms are governed by the laws of the British Virgin Islands (BVI). Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in BVI and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.


    For any questions and notices, please contact us at:

    Email: [email protected]

    Last Updated Date: April 10, 2023