TERMS AND CONDITIONS

Last updated: March 15th, 2022

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Acknowledgement

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You, whether personally or on behalf of an entity, and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of our Application.

The Nifty League is a distributed application that is currently running on the Ethereum Network, using specially-developed Smart Contracts to enable users to own, transfer, compete, and purchase genetically-unique digital characters. It also intends to enable users to own and transfer other digital assets like plots of land or items. These assets can then be visualized on our Site and be used to interact with our Application or Online Games.

In addition, each DEGEN NFT-Token accumulates a utility and governance token (“NFTL”). The NFTL token cannot be purchased, but it can be freely accumulated by holding the DEGEN NFT-Token along with contributing to the community. The Company does not provide or intend to provide a secondary market place for our NFT-Tokens or NFTL. NFTL does not constitute any ownership of the Company nor do we guarantee any value to the NFTL token in and of itself outside of the Nifty DAO, nor do we guarantee NFTL will be used for any platform-wide expenses outside of renaming characters. After the sale of an NFT-Token to You, the ownership of the NFT-Token, and to the connected Art, is transferred from the Smart Contract to the purchaser and concludes the business transaction between both parties.

Transactions on the App are managed and confirmed via the Ethereum blockchain and other networks such as Arbitrum. We neither own nor control MetaMask, Google Chrome, the Ethereum network, Arbitrum, or any other third-party site, product, or service that You might access, visit, or use for the purpose of enabling You to use the various features of the App. 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.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms and Conditions. Your access to and use of the Service is also conditioned on Your acceptance of and compliance with our Disclaimer and Privacy Policy. If You disagree with any part of these Terms and Conditions, Disclaimer, or Privacy Policy then You may not access our Application.

The Site is intended for users who are at least 18 years old. People under the age of 18 are not permitted to use or register for the Site, the App, and the Smart Contracts.

Intellectual Property Rights

Unless otherwise indicated, the Site and the Smart Contracts are our proprietary property and all source code, database, functionality, software, website design, audio, video, text, photographs, and graphics on the Site and the Apps (collectively, the "Content") and trademarks, service marks and logos contained therein (the "Marks") are owned, controlled by us or licensed to us. Except as expressly provided in these Terms of Use, no part of the Site, the App as well as the Smart Contract and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our prior express written permission.

Provided that You are eligible to use the Site, the App and the Smart Contracts, You are granted a limited license to access and use the Site or to download or print a copy of any portion of the Content to which You have properly gained access solely to Your personal, non-commercial use. We reserve all rights not expressly granted to You in and to the Site, the App, the Content, and the Marks.

When a User purchases a Good or platform asset, the User owns the underlying NFT-Token completely for as long as the User owns the NFT-Token. Ownership of the NFT-Token is mediated entirely by the smart contract and Ethereum Network (or any other applicable network): at no point may Nifty League seize, freeze, or otherwise modify the ownership of the Good.

Subject to Your continued compliance with these Terms, The Company grants You a worldwide, non-exclusive, royalty-free license to use, copy, and display the purchased Art, along with any extensions that You choose to create or use, solely for the following purposes: (i) for Your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of Your Nifty League NFT-Tokens, provided that the marketplace cryptographically verifies each NFT-Token owner's rights to display the Art for their NFT-Token to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of Your NFT-Token, provided that the website/application cryptographically verifies each NFT-Token owner's rights to display the Art for their NFT-Token to ensure that only the actual owner can display the Art.

By using the Site and in conjunction with creating, submitting, posting, promoting, or displaying content, You grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Site or the App (collectively, “User Contributions”) for our current and future business purposes, including to provide, promote, and improve the Site and the App. This includes any digital file, art, or other material linked to or associated with any NFTs or other crypto assets that are displayed on the Site or the App.

Provided that You own an ERC721 NFT-Token asset, You are granted a limited license to create fan-art and merchandise which can be used commercially given that You follow the terms set herein:

Creating original fan-art without monetizing it or for the sake of charity is acceptable without any license or ownership.

Furthermore, we will not place any restrictions on using our assets or NFT-Token art for the creation of games generated for the Nifty League by community developers. Upon receipt of payment for Your development efforts You agree to transfer ownership and commercial rights of the game to our Company.

User Representations

By using the Site, the App and the Smart Contracts, You represent and warrant that: (i) You have the legal capacity and You agree to comply with these Terms of Use; (ii) You are not a minor in the jurisdiction in which You reside; (iii) You will not access the Site, the App and the Smart Contracts through automated and non-human means, whether through a bot, script or otherwise. This does not include building public tools and bots that facilitate transparency and analysis.

(iv) You will not use the Site, the App, and the Smart Contracts for any illegal and unauthorized purpose; and (v) Your use of the Site, the App, and the Smart Contracts will not violate any applicable law or regulation. If You provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Your account and refuse any and all current or future use of the Site, the App, and the Smart Contracts (or any portion thereof).

(vi) You have not been included in any trade embargoes or economic sanctions list (such as United Nations Security Council Sanctions List), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce. Nifty League reserves the right to choose markets and jurisdictions to conduct business, and may restrict or refuse, in its sole discretion, the provision of our Services in certain countries or regions.

Placing Orders for Goods

By placing an Order for Goods through the Service, You warrant that You are legally capable of entering into binding contracts.

Your Information

If You wish to place an Order for Goods available on the Service, You will not be asked to provide any information. The transaction occurs between You and the Smart Contract.

You represent and warrant that: (i) You have the legal right to use the payment method in connection with any Order; and that (ii) You are not residing in a country excluded by the Disclaimer.

Order Cancellation

We, bound by the Smart Contract, reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:

Your Order Cancellation Rights

As transactions with a Smart Contract are digital and final goods (for example NFT-tokens) cannot be returned and therefore there is no Returns Policy.

By interacting with the Smart Contract You agree that any sale is final and You do not have any right or possibility to cancel an Order.

Prices Policy

The Company reserves the right to revise its prices or generate new Smart Contracts at any time. The prices quoted are specified by the respective Smart Contract.

Payments

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company including all articles, photograph, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third-parties.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

Termination

These Terms remain in full force and effect while You use the Site, the App and the Smart Contracts. We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. However, interactions between You and the public Smart Contract will be outside our control. In addition to terminating and suspending Your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Assumption of Risk

You accept and acknowledge each of the following:

Abuse

Nifty League reserves the right to prevent the withdrawal of NFTL if abuse is detected. Cheating and 'boosting' are strictly prohibited. Agreeing with other players to rank experience and earn NFTL faster than can be done through normal gameplay, often referred to as 'boosting', is strictly prohibited. Use of third-party programs, for example, cheat or bot engines, and applications in conjunction with our app is strictly prohibited.

Disclaimer

Our Disclaimer includes important statements intended to specify or delimit the scope of rights and obligations that may be exercised or enforced, and is hereby incorporated by this reference into these Terms. You agree to the warnings and expectations outlined in our Disclaimer.

Governing Law

The laws of the United States, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the "Disputes") brought by either You or Us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If a Party is unable to resolve a Dispute through informal negotiations, the Disputes (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer-Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and Your share of arbitration compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will supplement the arbitration fees and expenses. Except where otherwise required by the applicable AA rules or applicable law, the arbitration will take place in the United States. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgement on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the United States, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts.

In no event shall any Dispute brought by either Party related in any way to the Site, the App and the Smart Contracts be commenced more than one (1) year after the cause of the action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Exceptions to the Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations and binding arbitration: (a) any Dispute seeking to enforce or protect, or concerning the validity of, and of the intellectual property rights of a Party, (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal and unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed or jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

For European Union (EU) Users

If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties. Please read our Disclaimer for more details.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of: (1) use of the Site, (2) breach of these Terms of Use, (3) any breach of Your representations and warranties set forth in these Terms of Use, (4) Your violation of the rights of a third party, including but not limited to intellectual property rights, or (5) any overt harmful act toward any other use of the Site, the App and the Smart Contracts with whom You connected via the Site, the App and the Smart Contracts. Notwithstanding the foregoing, we reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate, at Your expense, with our defense of such claims. We will use reasonable efforts to notify You of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

Privacy Policy

Our Privacy Policy describes the ways we collect, use, store and disclose Your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of Your data in accordance with our Privacy Policy.

Changes to These Terms and Conditions

Supplemental terms and conditions or documents that may be posted on the Site, the App, and the Smart Contracts from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert You of any changes by updating the "Last Updated" date of these Terms of Use, and You waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by Your continued use of the Site, the App, and the Smart Contracts after the date such revised Terms of Use are posted.

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Application.

Contact Us

If You have any questions about these Terms and Conditions, You can contact us at team@niftyleague.com or by reaching out to one of our team members on Discord.