Last updated: March 2023

Welcome to Club3.xyz, owned and operated by Club3.xyz LIMITED, a company registered in Singapore.

These terms and any affiliated documents (hereinafter referred to as the "Terms") govern your access to and use of our website https://Club3.xyz (hereinafter referred to as the "Website"), our API, and any other solutions, software, tools, features, etc., in order to view, explore, and trade NFTs (hereinafter referred to as the "Services").

By using our Services or explicitly accepting our Terms, you agree to be bound by these Terms. If you do not agree or accept our Terms, you will not be able to access or use our Services.

1.Definitions

1.1.In these terms:

(a) "Account" refers to your account on our service, which will be associated with your chain address when you connect your wallet to our service;

(b) "Collection" refers to a collection of NFTs sold by a creator;

(c) "Club" in Club3 represents a community or group of individuals with a common interest or passion. Clubs can be used to sell NFTs, host events, and provide exclusive benefits to members.

(d) "Commission" has the meaning set out in clause 10.3(b);

(e) "Creator Terms" means the contract between you and the creator for the purchase of NFTs sold by the creator;

(f) "Creator" is an individual or other person who uses our service to sell a collection of NFTs or other collectibles;

(g) "Fees" means any fees, commissions, royalties, and other charges established from time to time;

(h) "Gas" is the fee paid to Ethereum miners for executing transactions on your behalf and paid through your own wallet application;

(i) "IPFS" is a peer-to-peer protocol that allows for the storage of metadata for NFTs;

(j) "Mint Fees" are service fees established and paid by us when purchasing NFTs, which may be modified at our sole discretion;

(k) "Service Fee" has the meaning set out in clause 10.3(a).

(l) "Smart Contract" refers to a computer program or transaction protocol designed to automatically execute transactions between users and creators and store them on a decentralized blockchain network;

(m) "Wallet" means any device, program, or service that allows you to store public and/or private keys for cryptocurrency transactions;

(n) "You/User" refers to you as a user of our service;

(o) "Clauses" refer to the provisions of these terms;

(p) "Headings" are for convenience of reference only and do not affect the interpretation or construction of these terms;

(q) "Singular" includes the plural and vice versa. Words indicating gender will include all genders, and references to "individual" will include individuals, corporations, businesses, legal persons, or partnerships;

(r) "Include" or similar words or expressions shall be construed without limitation.

2.Your Status

2.1. By using our service, you warrant that you are at least 18 years old. If you are under 18 years old, you may not access or use our service.

2.2. If you are using the service on behalf of another person, you are deemed to be using the service for yourself and that person. In this case, you represent and warrant that:

(a) you are an authorized representative of that person;

(b) you have the authority to bind that person to these terms; and

(c) you represent that person's agreement to these terms.

3.Our Role

3.1. We are not a wallet provider, exchange, broker, financial institution, or creditor, and we do not provide any financial advice.

3.2. We are a platform that facilitates transactions between creators and users, and we are not a party to any agreement between you and any creator. You are responsible for reviewing any transaction, including verifying the identity, legality, and authenticity of any NFT or other collectible that you purchase from a creator using our services, and any related content. While we have conducted certain checks on creators and their collections, we do not guarantee that the collectibles or any related content will be legal or authentic, or function as expected.

4.Creating an Account

4.1. In order to create an account with us and use our services, you must use a third-party wallet provider authorized by us. However, we do not recommend or endorse any wallet provider, nor do we have any affiliation or connection. Your account will be associated with your wallet address; however, we allow users to add profile pictures or banners to their account.

4.2. When using our services with your wallet, you agree to comply with the terms and conditions of your wallet provider. We do not operate, maintain or have any ownership or control over your wallet, and we cannot retrieve or transfer any NFTs or other content from your wallet.

4.3. We are not responsible for any issues with your wallet and assume no liability in relation to it. You are responsible for protecting your account and wallet and not sharing your password or seed phrase with anyone else. We will never ask you to provide us with your wallet-related password or seed phrase. If your account or wallet is compromised or there are any issues, please contact your wallet provider immediately.

4.4. If there is any suspicious activity related to our services or your account or wallet, you must immediately contact us (here: launch@Club3.xyz).

4.5. We reserve the right to immediately suspend, disable or terminate your account at any time for any reason, particularly in the following circumstances or if we suspect the following:

(a) You are engaged in money laundering or any other illegal or fraudulent activity with your account;

(b) You provide us with false or misleading information;

(c) You attempt or have attempted to purchase NFTs with improper means, such as using stolen funds or attempting to retain fees during execution of a transaction;

(d) You are using robots or other forms of automation when using our services;

(e) Your wallet has been compromised;

(f) You violate these terms.

5.Acceptable Use Policy

5.1. Your use of the service must comply with our Acceptable Use Policy (https://Club3.xyz/privacy), which forms part of these Terms.

5.2. We reserve the right to hide or remove any collectibles, NFTs, contracts, or any other items that are affected by any issues or that we believe, in our absolute discretion, violate our Acceptable Use Policy. You agree that this does not constitute a basis for any claims against us. Even if these items have been hidden or removed from our website or service, they can still be used on IPFS.

6.Smart Contracts and Creator Contracts

6.1. We provide template smart contracts for creators, which they can use in whole or in part to sell their collectibles. We are not a party to any smart contracts between you and a creator.

6.2. Once a collectible has been launched and minted, creators should not be able to modify the smart contract. However, we do not guarantee that creators will not modify the smart contract in unauthorized ways.

6.3. As smart contracts are computer programs, we may need and reserve the right to update, upgrade or replace any such smart contracts to add features or fix errors and/or require the migration of your NFTs to new smart contracts. In such cases, we will bear the deployment cost, and you will bear the migration cost (and its associated costs, such as gas).

6.4. The smart contract requires that all properties of the NFT be stored on IPFS. Adding data to IPFS creates a content identifier (CID), which includes the name and description of the NFT, as well as the collection it belongs to, a Uniform Resource Identifier (URI) for identifying the image of the NFT, and other metadata information. Because each CID points to only one piece of content, no creator or third party should be able to replace or modify the content without breaking the link. Even if the creator or their collection disappears, the CID related to the NFT that you purchased should still be usable on IPFS. While storing NFTs on IPFS is relatively secure, it is not without risk, and you agree not to hold us liable or responsible for any data loss related to NFTs stored on IPFS.

6.5. The smart contract allows for transactions and displays ownership of the NFT. However, while you may own the NFT (which is represented on the blockchain), that ownership may be subject to licenses for intellectual property and other rights related to the NFT, which may be specified in the creator's terms. We do not guarantee that the NFTs sold on our website are unique, original, or have quality guarantees from the creator.

7.Intellectual Property

7.1. Our website, services, and all content or materials therein (including the "look and feel," "identity," "trademarks," "design," "text," "graphics," "images," "information," "data," "software," "sounds," and other files, as well as their arrangement) (Content) are owned by us or our affiliates or licensors. You may not copy, distribute, publicly display, create derivative works of the Content, or use the Content in any way, whether in whole or in part, or use any framing techniques, without our prior written consent.

7.2. You may interact with us by providing feedback, comments, and suggestions for improvements to our services or website (Feedback) through email or through platforms such as Twitter, Discord, or others. You hereby assign to us any rights, title, and interest you may have in any such Feedback and waive any moral rights in respect of such Feedback. You agree that we may use and disclose any such Feedback in our sole discretion without any compensation to you or attributing any such Feedback to you.

7.3. You are granted a limited, non-exclusive, non-transferable, non-sublicensable, and personal license to access and use our services and website, subject to compliance with these Terms. Any license or assignment of any rights in any NFT or collection is solely determined by the creator and subject to the creator's terms.

7.4. You hereby grant us a limited, non-exclusive license to use the representation of any NFT you purchase through our services for the purpose of advertising and promoting our website and/or services.

8.Claims of Intellectual Property Infringement

8.1. If you believe any collection or NFT infringes your intellectual property rights, you must immediately notify us by sending a letter to launch@nft.xyz and provide us with all information necessary for us to review your claim, including:

(a) your contact information and proof of identity;

(b) a description of the copyrighted work or trademark that you claim has been infringed;

(c) proof of ownership of the original work that you allege has been copied or used without permission;

(d) a written statement from you that (i) you have a good faith belief that the use of the copyrighted work or trademark is not authorized by the owner, (ii) the information you provide is accurate, and (iii) you have the right to make such a statement;

(e) your signature, (your Claim).

8.2. We aim to review your claim as soon as possible and reserve the right to terminate, disable, or suspend the account or collection of the alleged infringer, but we are under no obligation to do so.

9.Third-Party Links and Services

9.1. Our website and/or services may contain links or features that allow you to access or use third-party websites or platforms, or display third-party materials in some other way. When you leave our website and/or services by clicking on any such link, you must comply with the terms of use of those third-party websites or platforms and assume all risks. We are not responsible for any third-party websites, platforms, or materials, and we do not endorse, monitor, review, approve, or make any representations or warranties with respect to such third-party websites, applications, or materials.

10.Fees, Commissions, Royalties, and Other Charges

10.1. When you purchase an NFT directly from a creator using our services, you may be required to pay gas fees. We are not responsible for any gas fees you may incur in connection with your use of our services to interact with the blockchain. You can set the gas fee using your own wallet application, which is based on market conditions on the Ethereum network.

10.2. Currently, we do not allow for secondary sales through our service. However, if and when we do allow for such sales, you may be required to pay additional fees, the details of which will be provided to you before you resell or transfer the NFT.

Such fees may include:

(a) a resale service fee (Service Fee) designated and paid to us. We reserve the right to change the Service Fee at any time at our sole discretion;

(b) a secondary sales commission (Commission) designated and paid to the creator of the NFT or other collectible. The Commission is determined by the creator and may range from 0% to 100%. You understand that when the Commission for the NFT or other collectible reaches 100%, you will not receive any sales revenue;

(c) Gas for any transactions.

10.3. Fees must be paid or payable in the manner and currency determined by us. Currently, we require all payments to be made automatically and immediately on the Ethereum network.

10.4. All transactions made through our service are final and binding. Unless otherwise specified in this agreement, all fees are non-refundable, even if you make an error (such as transferring the NFT to the wrong wallet address) or are hacked, except in cases where we make an absolute determination to do so (for minting fees, service fees, and other fees that we control) or where applicable third parties make such a determination (such as creators, Ethereum miners, etc.).

11.No Guarantee

11.1 Unless expressly stated otherwise, to the maximum extent permitted by applicable law, our services and website are provided "as is" and without any express or implied warranties, including but not limited to warranties of merchantability, satisfactory quality, non-infringement, or fitness for a particular purpose. While we strive to make the website and services available 24/7, we are not responsible for any unavailability of the website or services at any time or for any period, for any reason. We do not guarantee that the services or website will be uninterrupted, error-free, compliant with regulations, or free from viruses or other harmful components. Such guarantees cannot be provided given the nature of the internet. Additionally, we may need to undertake repairs, maintenance, or introduce new facilities and features from time to time.

11.2 We do not guarantee that any information on the website or services is accurate, complete, reliable, current or error-free, and we are not responsible for any loss arising from reliance on any such information.

12.Limitation of Liability

12.1 Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud, fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

12.2 Our sole responsibility in fulfilling any obligations under these terms is to exercise reasonable care and skill.

12.3 We do not sell any NFTs or other items through our services; we provide a marketplace for you to purchase NFTs and other items directly from creators and other users. Except as provided in clause 12.1:

(a) Ownership of NFTs is held by the relevant blockchain, namely the Ethereum network; we cannot control or intervene in any ownership or transfer of rights in any NFT, and we are not responsible or liable for any loss, damage or cost resulting from any vulnerabilities or failures of any third-party software (including wallets), blockchain, or any functionality of any NFT.

(b) We will not be liable for any loss of any NFT or other items, regardless of the cause, including but not limited to:

(i) User errors, improperly constructed transactions, or wallet addresses entered in error;

(ii) Server malfunctions or data loss;

(iii) Unauthorized access to or use of your wallet or the Service;

(iv) Unauthorized third-party activity, including the use of viruses, phishing, brute force attacks, or other means of attacking the Service, the Website, or NFT.

(c) We will not be liable for any loss or liability arising from our decision to remove any collection from our Service, whether such removal occurs before, during, or after the purchase of any NFT from such collection, which we determine violates the Creator Terms and Conditions or infringes any third-party rights. We reserve the right to remove any collection at any time without prior notice or agreement.

(d) We do not guarantee the accuracy, legality, completeness, or lawfulness of any information accessed through our Service, and we exclude any liability for the transmission or receipt of any material of any nature.

(e) You should not rely on any information accessed through our Service to make purchasing decisions. You should conduct your own inquiries before forming your own opinion and taking any action based on such information.

12.4 If we breach these terms, we will be liable for any foreseeable loss or damage suffered by you, but we will not be liable for any unforeseeable loss or damage. If the loss or damage was obvious or was known to both of us at the time when you created your account, then it is foreseeable.

12.5 We provide the service for domestic and private use only. If you use the service for any commercial, profit-making, or resale purposes (including selling or reselling NFTs for income or profit), we will not be liable for any loss of profit, loss of business, business interruption, or loss of business opportunity suffered by you.

12.6 Our maximum liability for any claim related to your use or inability to use the service, any related materials or materials obtained from it, or any action or decision made as a result of using the service or any such materials, outside the scope of clause 12.1, shall be limited to the maximum amount of the service fee we charge for the transaction in question, in the cryptocurrency in which it was paid.

13.Risks of Blockchain Technology

13.1 You acknowledge and agree that:

(a) There is currently no explicit tax framework related to NFTs. You are responsible for determining and paying any taxes that may apply when using our service. We are not responsible for determining any taxes that may apply to you in your jurisdiction.

(b) The value of any NFT is directly affected by the highly volatile price of cryptocurrencies. Fluctuations in cryptocurrency prices may have a substantial impact on the price of NFTs, and you should be aware that you may lose funds as a result.

(c) The value of NFTs is subjective and determined by the market. Lack of interest from the public or creators in any particular NFT may affect its price and potential utility, resulting in financial loss.

(d) The regulatory regime for blockchain technology is uncertain, and future laws and regulations may have an adverse effect on our service use as well as the price or utility of NFTs, subject to the regulations and laws to be enacted in the future in Hong Kong.

14.Modification of Service

14.1 We may change or update our website or services, and any content within them, without notice to you in advance.

14.2 As our services evolve and expand, we may sometimes need to provide additional terms for specific services, which will be considered part of the service and subject to those terms. If these specific terms conflict with these terms, the specific terms will take precedence for the specific service.

15.Data Protection

15.1 Please refer to our Privacy Policy (https://Club3.xyz/privacy), which is part of these terms.

16.Notices

16.1 Any notice you wish to send to us under these terms must be in writing and may be delivered by personal delivery or prepaid or registered post to the registered address set out at the beginning of these terms, or by email to launch@Club3.xyz.

16.2 If we need to provide you with any notice, we will provide any such notice on our website or service, and/or send it to any email address you provided when contacting us or sending us notice. Any such notice will be deemed to have been delivered upon posting on our website, or if sent by email, on the transmission date (assuming no notice of email transmission failure is received).

17.Waiver of Rights

17.1 If either party fails or delays to exercise any of its rights under these terms, it will not prevent either party from taking any steps against the other in the future, unless such rights have been waived.

18.Severability

18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

19.Non-Assignment

19.1 You shall not assign, transfer, novate, charge, sub-contract, create any trust over, or deal in any manner with these Terms or all or any of your rights, interests or obligations under these Terms.

20.No Partnership

20.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

21.No Third-Party Rights

21.1 A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. However, this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

22.Dispute Resolution

22.1 If you have a potential claim against us, you must first contact us by sending an email to launch@Club3.xyz (Claim Notice) describing the nature of your claim and providing us with any information, documents, and evidence we reasonably require to evaluate your claim before commencing any legal proceeding. If we request, the parties will engage in good faith negotiations to seek a resolution of your claim. In such case, you agree not to commence legal proceedings against us for at least 60 days from the date of your Claim Notice.

23.Governing Law and Jurisdiction

23.1 This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Hong Kong.