Last Updated: March 13, 2023
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND BITSKI THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 22 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION). HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 22 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 21 (GOVERNING LAW) WILL APPLY INSTEAD.
- Our Site and Services. Our Site allows users to interact in various roles, including as purchasers or recipients of non-fungible cryptographic tokens (“NFTs”)(“Purchasers”), and Creators (as defined below in Section 10), and Developers (as defined below), with each other through various decentralized applications and blockchains. Depending on a user’s role, our Site allows users to (i) create a digital wallet (each, a “Bitski Wallet”) that enables you to self-custody supported digital assets you purchase through the Services, (ii); utilize a digital wallet that provides access to digital assets (e.g., NFTs) on a blockchain and integrate with decentralized applications provided by third party developers (“Third Party Apps”); (iii) create and deploy NFTs; and (iii) support the sale and distribution of such NFTs on the decentralized blockchains (e.g., Ethereum) on which transactions involving the NFTs are recorded (the “Interface”). To make these Terms easier to read, the Site, the App, the Bitski Wallet, the Interface and any content, text, graphics, software, information or other materials made available by us through our Site or Interface (other than User Content, as defined below) are collectively called the “Services.”
If you use the Services as a developer of a website or application, you are a “Developer” and agree to the following additional terms set forth at https://developer.bitski.com/terms, as may be updated by Bitski from time to time.
- Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and that you have all necessary rights to use the Services. In that case, “you” and “your” will refer to that company or other legal entity.
- Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site, on the App, or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Who May Use the Services?
- Eligibility. You may use the Services only if you are lawfully capable of forming a binding contract with Bitski and are not barred from using the Services under applicable law.
- Registration and Your Information. While some aspects of the Services are provided to all users, if you wish to purchase and/or sell NFTs through the Services or use certain other aspects of the Services, you will need to register for an account (“Account”).
- Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any suspected or actual unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
- Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. By using or accessing the Services, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other government authority. We do not onboard corporate accounts of entities or personal accounts or agent account located in, established in, or a resident of Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, Donetsk People’s Republic (DNR) of Ukraine, Luhansk People’s Republic (LNR) of Ukraine or any other region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions. We may suspend or terminate your access immediately in our discretion should you breach the terms of this Section 5(d). By using or accessing the Services, you agree to indemnify and hold Bitski and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (each, a “Claim”), including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your violation of this Section 5(d). You must: (i) promptly notify Bitski in writing of the claim; (ii) grant Bitski sole control of the defense and settlement of the Claim; and (iii) provide Bitski with all assistance, information and authority reasonably required for the defense and settlement of the Claim. Bitski will not be bound by any settlement or compromise that You enter into without Bitski’s express prior consent. You agree not to access the Services using any technology for the purposes of circumventing these Terms. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers. We may require different levels of identification verification in order for you to access different levels of Services functionality or the Services generally.
- Our Relationship. While Bitski offers a marketplace for NFTs, it does not buy, sell or take custody or possession of any NFTs, nor does it act as an agent or custodian for any user of the Services. You acknowledge that Bitski does not take control or custody of any NFT or cryptocurrency at any time. If you elect to sell, purchase, or trade any NFTs, any financial transactions that you engage in will be conducted solely through the blockchain network governing such NFT and you will be required to make or receive payments exclusively through the cryptocurrency wallet or payment method you have connected to your Account and be bound by these Terms. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Services. There may be royalties associated with the secondary sale of any NFT. You acknowledge and agree that the payment of any such royalty shall, in certain circumstances, be programmed to be self-executing via a blockchain network’s nonfungible token standard directly to your specified wallet address and Bitski does not have any control or ability to direct such funds or the obligation to collect such fees.
- Use of the Services. Subject to your compliance with these Terms, Bitski grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for purposes of using the Service. While the Services may be used in connection with payments and similar transactions (“Transactions”), we do not initiate or process Transactions. We do not bear any responsibility for any Transaction you engage in while making use of our Services. You bear the risk of all such Transactions.
- Rights and Terms for Apps.
- App License. If you comply with these Terms, Bitski grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely to use the Services in accordance with these Terms. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
- Additional Information: Apple App Store. This Section 7(a)(2) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You must also comply with any applicable third-party terms of service when using the App.
- Terms Applicable to Purchasers. If you are using the Services to purchase NFTs, you are a “Purchaser” and agree to the following additional terms:
- Purchase Terms. Any NFT that Purchaser purchases is governed entirely by the smart contract and the blockchain network governing such NFT. NFTs may be subject to additional terms directly between Purchaser and the seller of the NFT, namely: (i) in any associated smart contract or (ii) as may be mutually agreed (e.g., with respect to any benefits associated with a given NFT) ((i) and (ii), collectively, “Purchase Terms”). Bitski is not a party to any Purchase Terms, which are solely between Purchaser and the Creator. Purchaser and the Creator are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. Please also note that if you are accessing or using Third Party Services (as defined in Section 14) through the Services, additional fees, charges or payment terms may apply. Bitski is not responsible for such fees, charges or payment terms related to these Third Party Services, and reserves the right to pass through to you any fees, charges or payments that it incurs from your use of such Third Party Services. Please review the applicable terms made available for such Third Party Services to learn more.