Last Updated: May 29, 2023

These Terms of Use in addition to any documents expressly incorporated by reference herein, including, without limitation, our privacy and cookies notice found at https://niftykit.notion.site/Privacy-and-Cookies-Notice-6afe9633a54b4119b66a3ea1ab79cf50 (collectively, the “Terms”) are a contract between any Person accessing the Site or Services for any purpose (“you,” “user,” or “your”) and NiftyKit, Inc. (“NiftyKit,” “Company,” “our,” “we,” or “us”) and governs your access to and use of NiftyKit applications, mobile device applications, user interfaces, and websites, including, but not limited to, the website located at NiftyKit.com, any subdomains thereof, and any website or web page hosted by NiftyKit (collectively, the “Site) and Services (defined below). You and NiftyKit are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS

IF YOU DO NOT AGREE WITH ANY PORTION OF THE TERMS YOU MUST NOT ACCESS THE SITE OR SERVICES. IF YOU ACCESS ANY PORTION OF THE SITE OR SERVICES YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE TERMS.

  1. Services. Generally, NiftyKit Pro Services include, without limitation, providing tools for People to issue you a NFT (“Creator”) through an email link to their Mintsite where you can use your Non-Custodial Wallet, or NiftyKit will issue you a Limited Wallet to collect, claim, and Mint NFTs that may unlock special features, provide access, rewards, memberships, vouchers, event tickets, and other benefits or uses (collectively, “Utility NFTs”), which you can then redeem, transfer, or display. This paragraph 1. of the Terms, together with the Site and services NiftyKit provides or plans to provide are collectively referred to as the (“Services”) in the Terms.
  2. Access to and Use of Site and Services. BY ACCESSING THE SITE OR SERVICES, YOU AGREE, REPRESENT, AND WARRANT THAT:
    1. You are 18 years or older;
    2. You are not a Competitor of NiftyKit or an affiliate, agent, employee, or contractor of a Competitor of NiftyKit accessing the Site or Services in order to provide a benefit to a Competitor of NiftyKit. For the avoidance of doubt, “Competitor,” as used in the Terms means a Person, as defined below, that provides or plans to provide the same or similar product(s) and/or service(s) as NiftyKit;
    3. You have the legal right to form a contract with NiftyKit;
    4. If you represent an organization, you have the right, power, and authority to enter into this Agreement on behalf of, and to bind, said organization;
    5. You will not access or use the Site or Services if doing so violates any laws, regulations, or customs that may apply in connection with your use of the Site or Service, including, without limitation, a violation based on your state or country of residence;
    6. You are not located, organized, or a resident of a country or territory that is, or whose government is, the subject of Sanctions;
    7. You will not download or otherwise export or re-export any Site or Services software in in violation of any applicable laws or regulations; and
    8. You understand and accept the risks associated with the Blockchain and Blockchain-related technology, including, without limitation, NFTs and Wallets.
  3. Definitions and Interpretations.  In this Agreement:
    1. Blockchain means a digitized, decentralized ledger where data and peer-to-peer transactions are recorded that anyone can view and verify.
    2. Blockchain Account means a public address on a Blockchain to which a Blockchain is capable of associating a specific token, such as cryptocurrency, a NFT, or another type of crypto token.
    3. Custodial Wallet as used herein, means a Blockchain Account in which a Person other than the Custodial Wallet owner is in control of the Blockchain Account Private Key and/or recovery phrase.
    4. Digital Asset means a fungible or non-fungible digital representation of value which is recorded on a Blockchain.
    5. Gas Fees mean Blockchain network charges required to process Blockchain transactions;
    6. Mint means the act of publishing data to a Blockchain, including, without limitation, the creation of a NFT through a smart contract.
    7. Mintsite means a website or webpage provided by a Creator with that has the ability to Mint NFTs, whether Utility NFT or otherwise, irrespective of whether the Mintsite is provided directly by Creator or links to the Creator’s website or web page.
    8. Limited Wallet or NiftyKit Wallet, as used herein, means a Custodial Blockchain Account with Blockchain transaction and Digital Asset restrictions, resulting in a Blockchain Account with the only capabilities being receiving and transferring NFTs and only on the website that created the Blockchain Account on behalf of another Person.
    9. Non-Fungible Token (“NFT”), as used in the Terms, means a unique, non-fungible digital representation of a physical or digital item of value or utility, where item ownership is represented by recording data on a Blockchain.
    10. Non-Custodial or Self Custody means a Wallet in which the Private Key and/or recovery phrase are in full control of the Wallet owner.
    11. Person means an individual, corporation, limited liability partnership, trust, association, joint venture, unincorporated organization, or entity of any kind or nature.
    12. Private Key means software used to sign Blockchain transactions in relation to a certain Blockchain Account, frequently through the use of a Wallet.
    13. User (“user”) means any Person accessing the Site or Services for any purpose.
    14. Wallet, as used in the Terms, means digital software that interfaces with a Blockchain network and facilitates management of Blockchain Accounts.
  4. Relationship; Responsibilities.
    1. If a contract for license or ownership of your Utility NFT exists, it is between you and the Creator. You understand and agree that NiftyKit is not a party to any transaction between you and the Creator or Blockchain transaction associated with your Utility NFT.
    2. You agree and understand you are fully responsible for legal compliance and paying any applicable taxes in relation to any Blockchains transactions associated with your Utility NFT, unless expressly communicated otherwise by Creator or NiftyKit.
  5. Limited Wallet (“NiftyKit Wallet”).
    1. When a user Mints a Utility NFT without a Non-Custodial Wallet, user may choose to have NiftyKit generate a Limited Wallet on your behalf. When NiftyKit generates a Limited Wallet for you, we also create a Blockchain Account for you, including a public and Private Key. You agree and understand that are the owner of your Blockchain Account and NiftyKit conducts Blockchain account management on your behalf and at your request.  NiftyKit does not have access to NiftyKit Wallet Private Keys.
    2. IF YOU ARE A NIFTYKIT WALLET USER YOU AGREE, REPRESENT, AND WARRANT THAT:
      1. You will only use your NiftyKit Wallet on or through NiftyKit’s Site and Services and not any other platform, website, or otherwise;
      2. You will only use your NiftyKit Wallet with NFTs issued on or through the Site and Services;
      3. You will not attempt transfer any Digital Asset, including, without limitation, cryptocurrency, NFTs that are not issued through the Site or Services, or ERC-20 tokens into your NiftyKit Wallet;
      4. You understand that if you attempt to transfer any assets mentioned in section 5(iii) of this Agreement into your NiftyKit Wallet, those assets may be irretrievable;
      5. You give NiftyKit express consent to sign NiftyKit accepted Blockchain transactions on your behalf when you attempt such accepted Blockchain transactions on or through the Site or Services;
      6. You are the owner of any email addresses you provide to NiftyKit or Creator.
  6. Non-Custodial Wallet Information, Security, and Waiver. If you use a Non-Custodial Wallet to claim, Mint, or redeem your Utility NFT through the Site or Services, additional rules associated with your Non-Custodial Wallet are outside our control. You are the owner of their Non-Custodial Wallet and we do not have access to Private Keys or seed phrases of Non-Custodial Wallets. It is your sole responsibility to maintain security of your Non-Custodial Wallet. If you lose access to your Non-Custodial Wallet, Private Key, password, or other method of securing your Wallet while using the Site or Services, any Digital Assets, funds, or otherwise, contained therein may be irretrievable and NiftyKit will be unable to assist you in any way. You hereby accept responsibility for any and all activity transacted on or through the Site and Services via your Non-Custodial Wallet. You irrevocably waive, release, and discharge all Claims, whether known or unknown to you, against NiftyKit and its respective shareholders, members, directors, officers, employees, agents, and representatives for loss or damage related to your Non-Custodial Wallet use on or through the Site or Services. Further, you agree, represent, and warrant that you are the owner of your Non-Custodial Wallet and any email address you provide to NiftyKit or Creator.
  7. Your NiftyKit Account. Your email address and/or your Non-Custodial Wallet may be used to create your NiftyKit account and to login to your NiftyKit account. You are responsible for remembering the email address associated with your NiftyKit Wallet and You are responsible for your account. You hereby accept responsibility for any activity transacted by or through your account. You agree to provide, maintain, and update true, accurate, current, and complete information.
  8. Violations of this Agreement. We may investigate any potential or suspected violations of the Terms, additional policies, security protocols or best practices, third party rights, applicable law or regulation, any actions or any other misconduct or potential abuse on or through the Site or Services or attempts thereof. We may take measures we consider appropriate for any of the foregoing, including, without limiting other remedies, legal action, limit, temporarily suspend, permanently suspend, or terminate your NiftyKit account and/or restrict or prohibit your access to, and your activities on, the Site and Services. If your access to the Site or Services is temporarily suspended, permanently suspended, or terminated, whether due to our actions related to your account or otherwise, any licenses from NiftyKit to you will be revoked for the relevant time period. We reserve the right to report or seek legal action for any activity that we believe to be illegal, in violation of the Terms, or otherwise. We will respond to any verified requests relating to a criminal investigation from local or foreign law enforcement, regulatory agency, other government official, or authorized third party.
  9. Third Party Links. NiftyKit  may provide you with links or access to other websites, services, products, or content of third parties, including, without limitation, your Apple wallet. We have no control over, and do not necessarily endorse, any third party site, service, product, or content. You acknowledge and agree that you access such third party sites at your own risk and are entirely responsible for making your own independent judgment regarding your use or interaction with the third party sites. We recommend you read the terms of use and privacy policies of each third party site you access.
  10. Mobile Devices. The Site and Services may be accessible via a mobile device. To the extent you access the Site or Services through a mobile device, your wireless carrier’s standard charges, rates, and fees may apply. NiftyKit is not responsible for any fees or errors that occur when you access the Site or Services via mobile device.
  11. Prohibited Uses. You may only use the Site and Services for lawful purposes and in accordance with this Agreement. You agree, represent, and warrant that you will not use the Site or Services:
    1. for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;
    2. to attempt to circumvent any security or access controls or to interfere with the operation of the Site or Services;
    3. to impersonate, attempt to impersonate, or misrepresent your affiliation with NiftyKit, our employees, another user, or any other Person (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
    4. to transmit, transfer, or exchange goods, services, payments, or NFTs that are the direct or indirect proceeds of any illegal, criminal, or fraudulent behavior;
    5. in combination with any robot, spider or other automatic device, process, or means to access the Site or Services for any purpose, including monitoring or copying any of the material on the Site or Services;
    6. to introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
    7. to infringe the patent, trademark, copyright, moral, database, publicity, or other intellectual property rights of third parties or that belong to, or are licensed to NiftyKit;
    8. to obtain information about another user and use such information for any purpose other than the intended uses of the Site and Services, unless given consent by said user (including, but not limited to, through the use of scripts, bots, or web crawlers); and
    9. if you are our Competitor or otherwise, as better explained and in accordance with Section 2(b) of this Agreement.
  12. Site Intellectual Property (“ Site IP”) and Licensing. You acknowledge and agree that NiftyKit (or as applicable, our licensors) own all legal rights, title, and interest in and to all Site IP. Except as expressly set forth in the Terms, your use of the Site or Services does not grant you ownership of, or any other rights with respect to any Site IP that you may access on or through the Site or Services. NiftyKit reserves all rights in and to the Site IP that is not expressly granted to you in the Terms. Subject to your compliance with the Terms and any payment of applicable fees, NiftyKit grants you a limited, non-exclusive, non-transferable license to access and use the Site and Services. This license does not include any downloading, copying, or other use of account information for the benefit of any third party; or any use of framing, data mining, robots, or similar data gathering, viewing, and extraction tools.
  13. Changes to Agreement; Changes to the Site or Services.  NiftyKit reserves the right to change or modify the Terms at any time and in our sole discretion. If we make material changes to the Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Site or by updating the “Last Updated” date at the beginning of this document. By continuing to access or use the Site or Services, you confirm your acceptance of the revised Terms, including all of the terms incorporated therein by reference effective as of the date the Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure you understand the updated Terms. We reserve the right to withdraw, take down, or amend the Site, Services, or functionality in our sole discretion without notice. In the event of a change in the operation of the Site or Services, you agree that we may temporarily or permanently suspend our operations without liability to you.
  14. DISCLAIMER OF WARRANTIES. NIFTYKIT DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SERVICES. NIFTYKIT  PROVIDES THE SITE AND SERVICES ON AN AS-IS BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
  15. **LIMITATION OF LIABILITY. NIFTYKIT IS NOT AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR LOSS OR DAMAGE RESULTING FROM ANY OF THE FOLLOWING: (A) DEDICATED GATEWAY OR SERVICE OUTAGE BY OR THROUGH A STORAGE PROVIDER, WHETHER DIGITAL, PHYSICAL, CLOUD-BASED, OR OTHERWISE; (B) LOST GAS FEES; (C) DELAYED DATA TRANSFER, REVEAL, OR INCORRECT DATA SHOWING ON OTHER PLATFORMS, MARKETPLACES, BLOCK EXPLORERS, OR ANALYTICS PLATFORMS; (D) BLOCKCHAIN SERVICE OUTAGE OR NETWORK CONGESTION; (E) INTERNET CONNECTION; (F) FAILURE TO UPDATE ELECTRONIC DEVIECE; (G) NON-CUSTODIAL WALLETS; (H) CUSTODIAL WALLETS; (I) SOFTWARE; OR (J) SERVICE PROVIDERS THAT RETRIEVE OR SEND BLOCKCHAIN INFORMATION; (K) HARDWARE; AND (L) ANY SECURITY BREACH OR ISSUE RELATED TO THE SITE OR SERVICES.

NIFTYKIT IS NOT AND WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY CONTENT ON THE SITE OR THROUGH THE SERVICES AND NIFTYKIT RESERVES THE RIGHT TO DISCONTINUE THE SITE OR SERVICES AT ANY TIME.**