Terms of Service
IMPORTANT! YOUR USE OF THE PLATFORM OR PURCHASE OF ANY NFTS OR RARE TOKENS IS SUBJECT TO LEGALLY BINDING TERMS OF SERVICE. CAREFULLY READ ALL OF THE APPLICABLE TERMS OF SERVICE AS SET OUT BELOW. IF YOU ACCEPT THESE TERMS OF SERVICE, CLICK THE “I ACCEPT” BUTTON ON THE BOX BELOW. THAT ACTION IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THE TERMS OF SERVICE AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. THAT ACTION SHALL ALSO BE THE EQUIVALENT OF PROVIDING US WITH ALL NECESSARY CONSENTS AS OUTLINED IN THESE TERMS OF SERVICE. IF THERE IS AN ERROR IN THE TERMS AND CONDITIONS OR IF YOU DO NOT AGREE WITH THEM, PLEASE CLICK ON THE “BACK” BUTTON OF YOUR BROWSER TO LEAVE.
Last Updated: January 21, 2021
RARE is a decentralized application and marketplace operating on the Ethereum blockchain. The RARE marketplace facilitates the creation, sale and purchase of unique, non-fungible assets between users on the Ethereum blockchain through smart contracts and payment facilitators.
The RARE team strongly suggests to all current and potential users to familiarize themselves with blockchain technology in general, and the Ethereum blockchain in particular. Please visit the website of the Ethereum Foundation to learn more (https://ethereum.org/).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE OR PLATFORM. BY ACCESSING OR USING THE WEBSITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE WEBSITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.
RARE IS A PLATFORM FACILITATING THE TRANSFER OF DIGITAL ART BETWEEN USERS. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. RARE FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF DIGITAL ART OR BETWEEN ANY USERS.
We reserve the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes with 30 days advance written notice, by sending an email notification to account holders and providing notice through the Website or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Website, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Website. If you do not agree to the revised Agreement, you may not access or use the Website.
The Platform is not intended to provide legal, tax, investment or insurance advice. Nothing on the Platform should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any financial instrument by us or any third party. Certain investment planning tools, case studies, demonstrations, sample scenarios, hypotheticals or similar information available on the Website may provide general investment education based on your input. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your investment objectives, financial circumstances and risk tolerance. You should consult your legal, investment or tax professional regarding your specific situation. We do not make any representations regarding the benefits or results that you or any third party shall receive from the Website or any services offered or referenced therein.
- DEFINED TERMS
The following terms are used throughout these Terms and have the specific meaning provided below:
“Account” means any account on the RARE Platform;
“Bid” is an offer to purchase an NFT on the RARE Platform in Crypto or in any monetary amount. Any registered user on RARE may place a bid on any NFT on the Platform. Collectors may also withdraw bids that have previously been placed when permitted. From time to time, placing or withdrawing bids requires performing a transaction on the Ethereum blockchain. By using the Platform to bid on an NFT, the Collector agrees and acknowledges that a bid constitutes a legally binding offer exclusively between the NFT owner and the bidding Collector. In placing a bid, the Collector must send the bid amount to the smart contract or as otherwise specified. The seller of the NFT, which may be the original creator or another Collector, will be notified on the Platform of the bid and may accept or reject it. If the seller rejects the bid, the bid amount is transferred back to the User who placed the bid. In the case that the seller of the NFT chooses to accept the bid, the bid amount will be transferred to the seller’s Crypto address or the specified bank account less any applicable fees (see below).
“Buy it Now” is a listed price in Crypto or a dollar amount that the owner of an NFT can choose to set for an NFT. When a Collector chooses to buy an NFT at the Buy it Now price, the Collector must send the listed amount in Crypto or dollar amount, and they will receive the NFT from the Creator.
“Collector” refers to the individual or entity that has visited the Website and/or Application and who specifically requested the Services over the Platform, for the purpose of purchasing an NFT.
“Creator” refers to (i) any user or artist who has been whitelisted to tokenize NFTs on the RARE Platform; (ii) any user or artist who holds all ownership interest in the NFT and all copyrights over an NFT, including the record of creation of the NFT; or (iii) any user who holds the license to resell any NFT in their possession in accordance with the terms of said license.
“Collectible” means the association on Ethereum of an NFT with a Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file conforming to the ERC-721 Metadata JSON Schema, ERC-1155 Metadata URI JSON Schema or a similar JSON schema, as applicable (such JSON file, the “Collectible ID”).
The Collectible ID of a Collectible specifies the properties of the Collectible, including the name and description of the Collectible (the “Collectible Descriptors”), a URI identifying any image file associated with the Collectible (the “Collectible Image”) and potentially other “metadata” associated with the Collectible (the Collectible Descriptors, Collectible Image and such other metadata, collectively, the “Collectible Metadata”). The Collectible Metadata for Collectibles created through the RARE Platform are typically stored on IPFS. The Collectible Metadata for Collectibles created outside the RARE Platform may be stored in other ways, depending on how such Collectibles were created.
There can be no guarantee or assurance of the uniqueness, originality or quality of any Collectible or Collectible Metadata. In the absence of an express legal agreement between the creator of a Collectible and purchasers of the Collectible, there cannot be any guarantee or assurance that the purchase or holding of the Collectible confers any license to or ownership of the Collectible Metadata or other intellectual property associated with the Collectible or any other right or entitlement, notwithstanding that User may rightfully own or possess the NFT associated with the Collectible.
“Content” means any and all images, text, information, data, audio, video, graphics, computer code, software, and other material provided on or through our Services, including when we send you email. Content includes both RARE Content and User Content.
“Crypto” or “Cryptocurrency” refer to encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form, which include Ethereum, Bitcoin, and so on.
“Crypto Address” means the unique public key cryptocurrency identifier that points to a Crypto-compatible wallet to which Crypto may be sent or stored.
“Crypto Wallet” is a product that allows you to manage your Ethereum account, like view your account balance, send transactions and more. MetaMask is an example of a Crypto wallet provider.
“Ethereum” means the Ethereum mainnet and the consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Collector, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto.
“Fees” refers to the amounts deducted from the successful sale of an NFT. The fee structure shall be structured as follows: (i) if the NFT is being sold for the first time and the Creator is the holder of the ownership interest in the NFT by holding its record of creation or otherwise, the sale shall be considered a “Primary Sale”; or (ii) if the NFT is being sold for the second time or any other subsequent transaction by a Creator that may or may not hold any ownership interest but is licensed to resell, the sale shall be considered a “Secondary Sale”.
- Platform Fee:RARE collects 20% of the final sale amount. Additionally, RARE will deduct transaction fees from the proceeds of sale to cover the cost of payment processing.
- Platform Fee:RARE collects 15% of the final sale amount. Additionally, RARE will deduct transaction fees from the proceeds of sale to cover the cost of payment processing.
Creator Royalty: In Secondary Sales, RARE distributes 10% of the final sale amount to the Creator who first sold the NFT in a Primary Sale, and their collaborator(s), if any, and whenever applicable pursuant to a Smart Contract.
RARE reserves the right to change the platform fees at a future date. RARE will provide 30 days’ notice of any change of platform fees through email communication with Users and in these Terms.
“including” means “including but not limited to” unless we specifically indicate otherwise.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, province, country, territory or other jurisdiction.
“Member” means any Collector, User, or Creator, on our Platform.
“NFT(s)” or “Token(s)” means Ethereum-based tokens complying with the ERC-721 standard, or other similar “non-fungible” token standard, including RARE Tokens. NFTs are intended to be “non-fungible” tokens representing a unique Collectible, being non-fungible with other NFTs (i.e., they have different Collectible Metadata).
“NFT Purchase” means an agreement by and between a Creator and a Collector for the purchase of an NFT following a Bid or a Buy it Now on the Platform in accordance with the Terms of Service, including the RARE NFT License.
“Payments Data Controller” means Stripe, Inc. and its affiliates, including Stripe Payments Canada, Ltd. (collectively, “Stripe”), the third-party payments service provider that is responsible for your personal information relating to the Payments Services which enables Collectors to purchase NFTs and pay any Fees over the Platform.
“Payments Services” means the services provided to Collectors to deliver, hold, and/or receive payment for a NFT Purchase, and to pay Fees to the Company in order to complete financial transactions over our Platform via the application-programming interface provided by the Payments Data Controller or any other service providers that RARE may have from time to time in order to complete Crypto transactions over our Platform.
“RARE Content” means any and all Content that we provide on or through our Services, including Content licensed from a third party, but excluding User Content.
“RARE Token” means an NFT Tokenized through the RARE platform by a User interacting with a Smart Contract deployed to the Ethereum blockchain.
“Services” means any services contemplated by the present Terms of Service, which shall include but shall not be limited to (i) a software facilitating the Minting or Tokenizing of NFTs, and (ii) a technology platform facilitating the sale and purchase of NFTs between Members.
“Smart Contract” is a term used to describe computer code that automatically executes when interacted with and is stored on the Ethereum blockchain. The code itself is replicated across multiple nodes of the blockchain and, therefore, benefits from the security, permanence and immutability that the blockchain offers. That replication also means that as each new block is added to the blockchain, the code may be executed. If the parties have indicated, by initiating a transaction, that certain parameters have been met, the code will execute the step triggered by those parameters. If no such transaction has been initiated, the code will not take any steps. Most smart contracts are written in one of the programming languages directly suited for such computer programs, such as Solidity. Smart contracts stored on a blockchain platform are immutable. Once deployed to the Ethereum blockchain the code contained in the Smart Contract cannot be changed by any user or node of the blockchain, including the original deployer. The RARE Platform facilitates the creation of transactions to interact with smart contracts on the Ethereum blockchain.
All transactions on the RARE Marketplace (the “Marketplace”), including transfers, offers, sales, or purchases of RARE Tokens are initiated at the sole discretion of the Users. To initiate a transaction on the RARE Platform, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, publish, or transfer a RARE Token. The User agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.
“Tokenize” or “Mint” or “Publish” refers to the act of creating an NFT by a User on the RARE Platform.
“User” means any person or entity that accesses or uses our Services in any way, whether or not they register for a RARE account, including you.
“User Content” means any and all Content that a User submits, posts, publishes or otherwise provides on or through our Services.
“Whitelist” refers to the list of Crypto addresses of Creators that have been allowed to Tokenize NFTs on the RARE Platform. Creators must apply to be whitelisted in order to publish their creations as NFTs and to Tokenize same on the RARE Platform.
- SCOPE OF PLATFORM SERVICES
2.1 Purpose of RARE Services
RARE is a platform for Creators and Collectors to create, sell, purchase, list for auction, make offers, and bid (each a “Transaction”) on digital art represented on an NFT. We provide an online marketplace that enables Creators to easily, transparently and conveniently sell and auction their NFTs on our Platform. You do not need to download or license any RARE software to obtain Services over our Platform. Our Platform provides features to allow Creators to Tokenize their creation into an NFT, sell or auction their NFTs, or acquire any Services as established by the present Terms of Service.
Subject to the Terms of Service, RARE provides the Services to Members including hosting and maintaining the Website, facilitating the formation of NFT Purchases, and assisting Members in resolving disputes which may arise in connection with those NFT Purchases. When a Collector enters a NFT Purchase, the Collector uses the Platform to acquire Services and pay any amounts owed under the NFT Purchase or under any Services.
The Services also allow you to sell and purchase NFTs via auction (“Auction”). Detailed rules regarding the Auction process may, from time to time, be published on our Website and shall form an integral part of these Terms of Service. You may only participate in the Auction by linking your digital wallets on supported bridge extensions or any other bank account to your Account, as required.
The Platform may include general information regarding Cryptocurrencies or NFTs and recent events regarding the same. You acknowledge that Cryptocurrencies or NFTs are very volatile, and that the information provided regarding Cryptocurrencies or NFTs on the Platform should never be solely used when determining to invest, purchase, sell, or otherwise use any Cryptocurrencies or NFTs. You must do your own research. RARE is not an investment or an advisory firm nor is it a broker-dealer and may not perform services performed by any broker-dealer, advisor, or act or perform any restricted activities pursuant to applicable law.
2.2 Relationship with RARE
RARE merely makes the Platform and Services available to enable Creators and Collectors to find and transact directly with each other online. If Users decide to enter into a NFT Purchase, that agreement is directly between the Users and RARE is not a party to that NFT Purchases.
You acknowledge, agree, and understand that RARE is not a party to the relationship or any dealings directly between Creators and Collectors. Without limitation, Collectors are solely responsible for: (a) ensuring the accuracy and legality of any User Content and NFTs; (b) determining the authenticity of an NFT; or (C) paying for NFT Purchases or Services.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a NFT Purchase with a Creator and for verifying any information about said Creator and their NFT from time to time. RARE does not make any representations about or guarantee the quality, authenticity, or originality of any NFT that is created or sold by Creators on the Platform; and does not vet or otherwise perform background checks on Creators or Users. You acknowledge, agree, and understand that RARE does not, in any way, supervise, direct, control, or evaluate the creation of Creators or their NFTs. RARE makes no representations about and does not guarantee, and you agree not to hold RARE responsible for the quality, authenticity, or originality of any NFT; the ability of Collectors to pay for Services or an NFT Purchase; or the ability or willingness of a Collector or Creator to actually complete a transaction.
While we may help facilitate the resolution of disputes, RARE has no control over and does not guarantee (i) the quality, reliability, accuracy, or effectiveness of any Services or (ii) the quality, authenticity, or originality of any NFT. RARE does not endorse any Creator or NFTs. Any references to a Creator or a User being “verified” (or similar language) only indicates that the Creator or User has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by RARE about any NFT’s authenticity or quality. You should always exercise due diligence and care when deciding to enter into an NFT Purchase.
2.3 Accessing the Platform
In order to access the Platform, you must first be using a web browser such as Google Chrome, Mozilla Firefox or Brave.
3.2 Account Types
There may be two different Account types: Creator and Collector. Once you register for one Account type, you will not be able to add the other Account type under the same email address. For example, if you already have a Creator Account, you cannot add a Collector Account as a separate account type in settings without re-registering. The Creator would have to create a new Account with a different email address to be a Collector on the Platform. You agree not to have or register for more than one Account with the same email address without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Platform or Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your profile or Account.
An individual may register for an Account or add an Account type to use the Platform and Services as a Collector (a “Collector Account”). Only one Collector may be associated with a Collector Account.
You can register for an Account to use the Platform and Services as a Creator (a “Creator Account”). All Creator Accounts are subject to strict eligibility and qualification requirements as set out in this Agreement. RARE reserves the right to periodically or permanently remove your account from our Platform for any reason in our sole and unfettered discretion.
RARE offers the Platform and Services as a means for Creators and Collectors to transparently and conveniently to obtain Services and enter into NFT Purchases. When required, creating an Account to use our Platform is subject to the following eligibility restrictions.
By registering to use a RARE Account, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, you have full legal capacity and sufficient authorizations to enter into these Terms of Service; (iii) you have not been previously suspended or removed from using the Services; and (iv) you do not currently have a RARE Account.
3.4. User Identity Verification
AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, RARE RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF THE SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO RARE DURING YOUR USE OF THE SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.
BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORIZE RARE TO CONDUCT INVESTIGATIONS THAT RARE CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR RARE FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.
3.5 Account Usage Requirements
Any Account can only be used by the account registrant. RARE reserves the right to suspend, freeze or cancel the use of any Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify RARE immediately. RARE assumes no liability for any loss or damage arising from the use of any Account by you or any third party with or without your authorization.
3.6 Account Security
RARE has been committed to maintaining the security of User entrusted funds or NFTs, and has implemented industry standard protection for its Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) to the Account or to your Crypto Wallet as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Account and personal information.
You shall be solely responsible for keeping safe your Account and password, and be responsible for all the transactions under your Account. RARE assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating an Account, you hereby agree that:
- you will notify RARE immediately if you are aware of any unauthorized use of your Account and password or any other violation of security rules;
- you will strictly abide by all mechanisms or procedures of RARE regarding security, authentication, trading, charging, and withdrawal; and
- you will take appropriate steps to logout from RARE at the end of each visit.
3.7 Personal Data
- your transaction counterparty;
- RARE companies and the shareholders, partners, investors, directors, supervisors, senior managers and employees of such entities;
- our joint ventures, alliance partners and business partners;
- our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;
- credit bureaus, or any debt collection agencies or dispute resolution centers in the event of violation or dispute;
- business partners, investors, trustees or assignees (actual or expected) that promote business asset transactions (which can be broadened to include any merger, acquisition or asset sale) of RARE companies;
- professional consultants such as auditors and lawyers;
- relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations formulated by government authorities;
- assignees of our rights and obligations;
- banks, credit card companies and their respective service providers;
- persons with your consent as determined by you or the applicable contract.
- RELATIONSHIPS ON THERAREPLATFORM
4.1 RARE is Non-Custodial
The Smart Contracts and the Platform facilitate Users’ collection of NFTs representing digital art on the Ethereum blockchain, but RARE and its affiliates, the Platform, and the Smart Contracts are not the custodians of any User or Collector owned NFTs. The User understands and acknowledges that the Smart Contracts do not give RARE custody, possession, or control of any NFT or Crypto at any time for the purpose of facilitating transactions on the RARE platform. The RARE Platform facilitates interaction with the Smart Contracts, but cannot control the actions taken by the Smart Contract once a transaction has been sent. You affirm that you are aware and acknowledge that RARE is a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by RARE or any third-party.
4.2 RARE Creators
Only Creators invited and approved by RARE are able to use the Platform to create an Account pursuant to Article 3 of these Terms of Service to publish RARE Tokens on the Ethereum blockchain or to sell or auction their NFTs on the Platform. Creations published on the Ethereum blockchain and/or sold on the RARE Marketplace include, but are not limited to: visual works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works.
Creators seeking an invitation to create and list works for sale on the RARE platform must submit a request for approval, where RARE may, from time to time, verify your identity pursuant to these Terms of Service or request a two-factor authentication process. RARE has unilateral discretion in granting approval to Users to use the Platform and makes no guarantees or promises that any Creators will be approved.
Creators that are approved by RARE are added to a “whitelist” and granted permission to publish RARE Tokens on the Ethereum blockchain using one or more of our Smart Contracts. To create a RARE Token, approved Creators must upload an original creation, provide a title and description for the artwork, information about the creation, and agree to these Terms of Service, after which they shall perform a transaction with a RARE Smart Contract that will create an NFT on the RARE Platform. Upon creation of an NFT, the Creator shall have sole ownership interest, including all copyrights, of said NFT and shall hold the record of creation.
Failure to abide by these Terms of Service may result in revoking the Creator’s permissions to the Platform. RARE has the unilateral authority and discretion to remove, suspend, or revoke Creators’ access and/or Account from the Platforms. Upon suspension, Creators will no longer have the ability to create new NFTs, however they will still be able to accept bids on previously created NFTs they still own.
4.3 Services on the Platform
When a Collector decides to transact with a Creator to obtain an NFT, a contractual relationship is created directly between the Collector and Creator. The NFT Purchase is created when a Collector successfully bids and/or purchases an NFT on the Platform. The NFT Purchase shall be governed by the RARE NFT License, which shall govern the rights and obligations of the Collector and Creator in the NFT.
You acknowledge, agree, and understand that RARE is not a party to any NFT Purchase.
The Collector shall provide all necessary information as prompted on the Platform, which shall constitute part of the User Content.
4.3 Third Party Beneficiaries
It is the intent of the Company and Members who are party to this Agreement that Members who have entered into NFT Purchases and who disclose or receive confidential information to or from another Member are third-party beneficiaries of this Agreement with respect to this Section.
Where applicable, for disputes arising between Collectors and Creators, Collectors agree to abide by the dispute process contained in these Terms, if any, and to attempt to informally resolve any dispute first. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that RARE will not and is not obligated to provide any dispute assistance beyond what is provided in these Terms.
Where applicable, if a Creator or Collector intends to obtain an order from any arbitrator or any court that might directly involve the legal rights or obligations of the Company, that party will (a) give us at least ten business days’ prior notice of the hearing; (b) include in any application for such order a provision that, as a precondition to obligations affecting the Company, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any application for such order a provision that, as a precondition to obligations affecting the Company, we be paid for the reasonable value of the services to be rendered pursuant to such order.
- PLATFORM AND SERVICE FEES & PAYMENT TERMS
5.1 Payment Agreements
The Payment Services are intended for business use, and you agree to use the Payment Services for the purposes of obtaining or providing Services or entering into an NFT Purchase over our Platform. RARE will use and release funds for Fees only in accordance with this Agreement. Collectors hereby authorize and instruct RARE to act as agent in connection with the payment, processing, and routing of funds or Crypto, when applicable, upon completion of an NFT Purchase. RARE is not a bank or escrow agent. We utilize the Payments Data Controller to process, route and deliver funds under applicable laws and regulations for the purposes of providing Payment Services between Creators and Collectors for Services provided on our Platform.
5.2 Fees for NFT Purchases
RARE collects the Fees for the use of the Platform in accordance with these Terms of Service. When a Collector pays a Creator for an NFT Purchase, we will deduct the Fees from the NFT Purchase proceeds of sale and remit the remainder of the amount paid to the Creator. The Creator and Collector hereby irrevocably authorize and instruct RARE to deduct the Fees for any NFT Purchases and pay RARE on the Creator’s behalf.
5.3 Collector Payments and Authorizations
The Collector is obligated to immediately make payment for any NFT Purchase or Services from the bank account or credit card on file through the Payments Data Controller or their connected wallet.
5.4 NFT Purchases
We will automatically disburse available funds or Crypto to Creators upon processing of payment for the Services or NFT Purchase.
Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Platform or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Platform, we may refuse to process or may hold the proceeds of sale of the NFT Purchase and take such other actions with respect to you as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, the Company, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the proceeds of sale of the NFT Purchase or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Creator’s tax information, proof of registration, or address; (b) we have reason to believe the proceeds of sale of the NFT Purchase may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the proceeds of sale of the NFT Purchase is no longer necessary, we will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or NFT Purchase; or (ii) discover erroneous or duplicate transactions.
5.5 No Return of Funds
Subject to anything to the contrary in the Terms of Service, all Users acknowledge all sales are final and are non-refundable.
5.5 Gas Charges
Some Services involve the use of the Ethereum Blockchain, which may require that you pay a fee, commonly known as “Ethereum Gas Charges”, for the computational resources required to perform a transaction on the Ethereum Blockchain. You acknowledge and agree that RARE has no control over: (a) any Ethereum Blockchain transactions; (b) the calculation or method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Crypto stored at your Crypto Address to complete any transaction on the Ethereum Blockchain before initiating such Ethereum Blockchain transaction.
- 6. TERMS SPECIFIC TOCREATORS
6.1 Profile and Listing Placement
The placement and ranking of an NFT in search results on the Platform may vary and depend on a variety of factors, such as Collectors’ search parameters and preferences, price, and so on.
6.2 Legal Relationship
When a Collector wishes to purchase an NFT by Bidding or using the Buy it Now, the Creator is entering into a legally binding agreement with the Collector and is required to transfer all necessary licenses and rights in the NFT to the Collector, in accordance with the terms and conditions of the RARE NFT License.
6.3 Creator Agreement
Notwithstanding anything in these Terms of Service, the Creator shall enter into a Creator Agreement with RARE that shall further govern the Creator’s relationship with RARE.
- WARRANTY, LIABILITY AND RELEASE
7.1 Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY RARE, THE WEBSITE, PLATFORM, CONTENT CONTAINED IN THE MARKETPLACE, AND NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. RARE (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM: A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. RARE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEBSITE, PLATFORM OR CONTENT CONTAINED THEREIN. RARE DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE PLATFORM. WHILE RARE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM SAFE, RARE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, ANY NFTS LISTED ON OUR PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE OR NFTS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT RARE OR OUR AFFILIATES CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.
RARE is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, Smart Contract), blockchains or any other features of the NFTs. RARE is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.
Nothing in these Terms of Service shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
7.2 Limitation of Liability
RARE is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Platform or Services;
- delays or disruptions in our Platform or Services;
- viruses or other malicious software obtained by accessing, or linking to, our Platform or Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Platform or Services;
- damage to your hardware or software from the use of the Platform or Services;
- the content, actions, or inactions of third parties’ use of the Platform or Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of profiles, ratings, reviews, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Platform; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL RARE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS, AS APPLICABLE, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES RELATED TO THE SERVICES OR NFT PURCHASE. THE LIABILITY OF RARE, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY MEMBER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED ANY FEES RETAINED BY RARE WITH RESPECT TO NFT PURCHASES ON WHICH MEMBER WAS INVOLVED AS COLLECTOR OR CREATOR DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that RARE is not a party to any NFT Purchase between Members, you hereby release the Company, our affiliates, and our respective officers, directors, agents, subsidiaries, partners, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity that exist as of the time you enter into this Agreement.
WHERE APPLICABLE AND PERMISSIBLE BY LAW, TO THE MAXIMUM EXTENT APPLICABLE BY LAW, YOU HEREBY WAIVE THE PROTECTIONS OF ANY LEGISLATION IN ANY APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that we failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless RARE, our affiliates, and our respective directors, officers, employees, representatives, partners, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Platform and the Services by you or your agents, including any payment obligations or default incurred through use of the Services; (b) any NFT Purchase entered into by you or your agents; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents include any person who has apparent authority to access or use your Account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Member against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other Member.
7.5 Assumption of Risk
You accept and acknowledge each of the following:
- The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your RARE Tokens or NFTs, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of RARE Tokens or NFTs will not lose money. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that RARE cannot be held liable for such fluctuations or increased costs.
- You are solely responsible for determining what, if any, taxes apply to any NFT Purchase, RARE Tokens, or NFTs. RARE is not responsible for determining the taxes that apply to a NFT Purchase, RARE Tokens, or NFTs.
- The Platform does not store, send, or receive RARE Tokens or NFTs. This is because RARE Tokens or NFTs exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the Ethereum network. Any transfer of RARE Tokens or NFTs occurs within the supporting blockchain in the Ethereum network, and not on the Platform.
- There are risks associated with using an Internet-based currency, such as Cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Crypto Wallet. You accept and acknowledge that RARE will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the RARE ecosystem.
- The RARE Platform, Cryptocurrency, or NFTs could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of RARE to continue to develop, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain, including to your digital assets or other funds, and new regulations or policies may materially adversely affect the development of the RARE ecosystem, and therefore the potential utility or value of RARE.
- ACCESS TO OUR WEBSITE AND PLATFORM
You may have access to and use of the Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or any other requirements as set out by these Terms of Service.
This Platform is owned and operated by 2821840 Ontario Inc. . All right, title and interest in and to the materials provided on our Platform, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials“) are owned either by RARE or by our respective third-party authors, developers or vendors (“Third Party Providers“). Except as otherwise expressly provided by RARE, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Platform shall be construed to confer any license under any of our Intellectual Property Rights, whether by estoppel, implication or otherwise. We do not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by RARE. Any rights not expressly granted herein are reserved by the Company.
8.2 Limited Platform License
We strive to keep our Platform and the Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing certain features without notice.
8.3 Termination of the Limited Platform License
RARE may terminate any license it has granted to any Website visitor, User, or Member to access the Platform and Services by providing notice, and the termination of such license shall be effective immediately upon RARE providing such notice.
8.4 Prohibited Uses
Members are not permitted to use, or encourage, promote, facilitate, instruct or induce others to use, the Platform or Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
The following are examples of uses that are prohibited on the Platform or when using the Services:
- send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
- undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, in any involve proceeds of any unlawful activity;
- distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
- impersonate another person (via the use of an email address or otherwise);
- upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party;
- operate to defraud RARE, other users, or any other person or provide false, inaccurate or misleading information;
- use the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
- engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering);
- interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent;
- exploit the Platform for any unauthorized commercial purpose;
- modify, adapt, translate, or reverse engineer any portion of the Platform;
- remove any copyright, trademark or other proprietary rights notices contained in or on the RARE Platform or any part of it;
- reformat or frame any portion of the Platform;
- display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
- create user accounts by automated means or under false or fraudulent pretenses; or
- access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.
- posting personal information concerning another person;
- duplicating or sharing accounts;
- selling, trading, or giving an account to another person without RARE’s consent;
- sharing or soliciting contact information, such as email or phone number, in a profile or service post;
- conduct or actions that could jeopardize the integrity of or circumvent the Platform, Services or RARE’s proprietary information;
RARE reserves the right, but does not assume the obligation, to investigate any potential violation of this Section or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the Platform. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement or the Terms of Service.
8.6 Reporting and Collecting Violations
If you become aware of any violation of the Terms of Service, you must immediately report it to the Company. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of the Terms of Service.
8.7 External Websites
The Platform may include hyperlinks to other websites or resources (collectively, “External Websites”), which are provided solely as a convenience to our users. We have no control over any External Websites. You acknowledge and agree that we are not responsible for the availability of any External Websites, and that we do not endorse any advertising, products or other materials on or made available from any External Websites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of accessing External Websites, the availability or unavailability of the External Websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Websites.
- 9. RIGHT TO REFUSE
You acknowledge that RARE reserves the right to refuse service to anyone and to cancel Member access at any time, subject to any restrictions under applicable law.
- 10. INTELLECTUAL PROPERTY
10.1 NFT Ownership
Buying an NFT and its associated creation or artwork on the RARE Platform is analogous to buying an original painting or print from an artist. Subject to the RARE NFT License, it does not transfer the Creator’s copyright in the NFT to the Collector. The Collector obtains a license that grants them certain rights, such as the right to display and resell the NFT to another Collector if they wish, either on or off the Platform. However, the Creator does not give up copyright, meaning the Collector cannot prevent a Creator from using the NFT for further commercial work, and the purchase of an NFT does not grant the Collector any right to use the associated digital artworks for commercial purposes, except as expressly permitted by the RARE NFT License. For a better understanding of the rights conferred from the Creator to the Collector, please read the RARE NFT License for more information.
10.2 Users Agree to the Automated Collection and Disbursement of Fees by the Smart Contracts
The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the RARE Smart Contracts on the Ethereum blockchain network. By transacting on the Platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of NFTs on the RARE Platform. The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties or fees paid to another by operation of the Smart Contracts.
10.3 Copyright Claims
The Creator and all Users irrevocably release, acquit, and discharge RARE and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for RARE’s use of an NFT in accordance with these Terms of Service.
All parties agree that the copyright of any NFT is owned by the Creator at all times and that RARE will respect the copyright and rights of the Creator and will not infringe their rights except as otherwise explicitly agreed to in this Agreement.
10.4 Creator Grants RARE a License
The Creator hereby acknowledges, understands, and agrees that Minting a RARE Token on the Platform or placing an NFT on the Platform through an Account constitutes an express and affirmative grant to RARE, its affiliates and successors of a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the NFT on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Website, the Marketplace, or any other purpose related to the Platform or business, including without limitation, for the purposes enumerated herein, the express right to: (i) display on the Website, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the NFT, including without limitation, compilations, collective works, and anthologies; (iii) index the NFT in electronic databases, indexes, catalogues, Smart Contracts, or ledgers; and (iv) host, store, distribute, and reproduce one or more copies of the NFT within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or cause, direct, or solicit others to do so. However, such license is subject to this Agreement and does not include any right to ownership or of copyright in the NFT and, namely, does not grant RARE the right to sell, resell the NFT or use the NFT in any prohibited manner.
10.5 Your Rights and License from RARE
You are hereby granted a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Website and RARE Content subject to the terms of these Terms of Service. However, such license is subject to this Agreement and does not include any right to (a) sell, resell or use commercially the Website or RARE Content, (b) distribute, publicly perform or publicly display any RARE Content, (c) modify or otherwise make any derivative uses of the Website or RARE Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Website or RARE Content, except as expressly permitted by us, and (f) use the Website or RARE Content other than for their intended purposes.
10.6 Third Party Intellectual Property
Any information or Content expressed or made available by a third party or any other Website visitor or User is that of the respective author(s) or distributor(s) and not of the Company. RARE neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Platform by anyone other than our authorized agents acting in their official capacities.
The Platform may contain links to third-party websites. The Platform may also contain applications that allow you to access third-party websites via our Platform. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Website does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Platform is on an “as is” and “as available” basis without any warranty for any purpose.
10.7 Compliance with Intellectual Property Laws
When accessing the RARE Platform or Services or obtaining Services on our Platform, you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the Platform and Services is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your Account.
RARE reserves the right to immediately remove any content, article, NFT, or materials that have infringed on the rights of RARE or of a third party or that violate intellectual property rights generally. Our policy is to remove such infringing content or materials and investigate such allegations immediately.
If we find that any User has infringed the rights of the Company or of a third party, or otherwise violated any intellectual property laws, we may immediately suspend and/or terminate such Member’s access to the Platform and any Services. The Company’s will act promptly upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want the Company to delete, edit, or disable the material of NFT in question, please provide the Company with notice via email to <EMAIL>.
If you believe that your Content or NFT that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content or to use your NFT, you may send a written notice containing the following information to the Company: (1) your physical or electronic signature; (2) identification of the Content or NFT that has been removed or to which access has been disabled and the location at which the Content or NFT appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the Content or NFT was removed or disabled as a result of mistake or a misidentification of the Content or NFT; and (4) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the Province of Ontario and District of Toronto, and a statement that you will accept service from the person who provided notification of the alleged infringement. If we receive such a notice, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
- 11. GENERAL
11.1 Governing Law
These Terms will be interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. You and we both consent to venue and personal jurisdiction in Toronto, Ontario.
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without our prior written consent. RARE may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
11.5 No Economic Relationship
No joint venture, partnership, employment, or agency relationship exists between you and RARE as a result of this Agreement or your use of the RARE Platform.
11.6 Entire Agreement
Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, the Terms of Service constitute the entire Agreement between RARE and the Member pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between RARE and you in relation to the access to and use of the RARE Platform.
Notwithstanding the foregoing, any and all prior written agreements between RARE and Creators shall be in addition these Terms of Service.
11.7 Modification and Waiver
RARE reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the RARE Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Platform will be deemed to constitute acceptance of such revised Terms.
- 12. ACKNOWLEDGEMENT
- 13. INQUIRIES
BY USING OR ACCESSING THE RARE WEBSITE OR PLATFORM, OR USING ANY SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT SUBMITTING YOUR TELEPHONE NUMBER OR EMAIL TO US VIA THE WEBSITE OR APPLICATIONS CONSTITUTES AN INQUIRY TO RARE, AND THAT WE MAY CONTACT YOU AT THE NUMBER OR EMAIL SUBMITTED EVEN IF SUCH NUMBER APPEARS IN ANY DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).
- 14. OUR DETAILS
You can contact us:
(a) using our website contact form;
(b) by telephone, on the contact number published on our website from time to time; or
(c) by email, using [EMAIL]