Thank you for downloading the GigLabs NFT App via Shopify (the “App”). The App will allow you to use the GigLabs NFT App (the “Platform”), which is designed to allow you to easily create and run your own non-fungible tokens (“NFT”) marketplace. The Platform and the App are owned and operated by GigLabs, Inc.
Access to the Platform. GigLabs grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use and access the Platform to operate and manage your NFT branded marketplace (the “Marketplace”). You acknowledge that the Platform is hosted by a third-party cloud hosting service provider (the “Hosting Provider”). Although we will use a reputable hosting provider, GigLabs is not responsible for the acts or omissions of the Hosting Provider.
Pricing. There are no upfront costs or fees associated with using the Platform. You will be charged $299/month for Platform use beginning with the first NFT you mint via the Platform. We will bill you on the first day of each calendar month. The monthly fee for your first month will be prorated as applicable. We will also charge a per NFT fee of ten percent (10%) of the sales price of each NFT for primary sales. We will charge this fee automatically. If you choose to use our optional, branded secondary marketplace (not included with the App), the fee will be two and one-half percent (2.5%) of secondary or peer-to-peer sales.
Changes to the Platform. We reserve the right to improve, enhance, modify, or discontinue features or functionality of the Platform on a periodic basis (collectively, “Modifications”). We will endeavor to minimize the impact of any Modifications on you, and will provide notice to you through the Platform if the Modifications will materially affect the manner in which you use the Platform or the manner in which the Platform operates or performs.
Customer’s Responsibilities. You shall be responsible for:
GigLabs’ Responsibilities. GigLabs shall be responsible for:
There is no minimum time period for your use of the App or the Platform. You may cancel at any time by providing email notification to email@example.com. However, such termination shall not reduce or impair our ability to receive or collect the applicable fee for any secondary or peer-to-peer transaction related to a Collectible.
Security. We will maintain commercially reasonable security measures in providing the Platform to you. However, no security system is foolproof. We are not liable for any damages incurred in connection with any unauthorized access to the Marketplace or the Platform resulting from the actions or omissions of you, or any third-party authorized by you. We reserve the right to suspend access to the Platform in the event of a suspected or actual security breach.
Processing of Payments for Collectibles. Payments for Collectibles are not collected or processed by us, but rather via independent third-party payment processors.
Intellectual Property. The App, the Platform and all of their respective enhancements, upgrades, modifications, customizations, derivative works, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein (collectively, the “Intellectual Property”) are and will remain the property of GigLabs. GigLabs has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the Intellectual Property. Nothing in these Terms will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the Platform. GigLabs shall have the right to register patents, trademarks and copyrights related to the Platform with any governmental authority anywhere in the world.
Confidentiality. GigLabs’ Intellectual Property as well as any other confidential or proprietary information related to GigLabs that we provide to you (“GigLabs Confidential Information”) is confidential and may not be disclosed to any third parties without the express written consent of GigLabs. You will protect the confidentiality of GigLabs Confidential Information in the same manner that you protect the confidentiality of your own proprietary and confidential information of like kind, but in no event using less than a reasonable degree of care. If you are compelled by law to disclose the GigLabs Confidential Information, you will provide GigLabs with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at no cost to you, if we wish to contest the disclosure. You will return or destroy all of the GigLabs Confidential Information when it is no longer needed or at the termination of expiration of this Agreement, whichever comes first. Your obligations under this Section will survive the termination of the Agreement.
Use of the Platform. Your use of the App and the Platform shall be in accordance with these Terms and applicable law. Usernames and passwords may not be transferred or shared by more than one individual. You shall use commercially reasonable efforts to maintain internet, hardware, software, and related systems at or above the industry standard requirements. You will promptly notify GigLabs immediately of: (i) any unauthorized access or use; (ii) if any user account information is lost or stolen; or (iii) if you become aware of any violation of these Terms by anyone. By using the Platform, each user represents that he or she is over 18 years of age. GigLabs reserves the right to use any technical means necessary to verify that use of the Platform complies with these Terms and to terminate any unauthorized use of the Platform.
Data Analysis. You authorize us and our parents, subsidiaries, affiliates, agents, contractors, successors and assigns to collect, de-identify, aggregate, compile, analyze and/or use benchmarking, transaction or performance information or any other data collected or generated by the Platform, including any data which you provide to us or input into the Platform (collectively, “Analytic Data”). We may use or disclose Analytic Data in our discretion; provided that such Analytic Data shall be anonymized, and does not contain personally identifiable information.
Restrictions. Except as expressly permitted by these Terms, you shall not, and you agree not to authorize, encourage, or permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Platform; (b) sell, license, distribute, assign, lease, rent, loan, or otherwise transfer the Platform, or make the Platform available to, or use the Platform on behalf of, any third party; (c) use any analytics, data, content, or other output created by or from the Platform on behalf of, or to perform any services for, any third party) or include such analytics, data, content or other output in any services or products provided by you to any third party; (d) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Platform, including without limitation, any such mechanism used to restrict or control the functionality of the Platform or its authorized users or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Platform; (e) remove, modify or obscure any proprietary notices within the Platform; (f) allow access to the Platform by anyone who is not expressly authorized by these Terms; (g) post or input any offensive, illegal or other inappropriate data or content to the Platform, post any data or content to the Platform which could give rise to civil or criminal liability, or post or input any data to the Platform which you do not have sufficient rights to input; (h) take any action which poses a security, operational or other threat to the proper functioning of the Platform; or (i) provide access to the Platform to any person or entity that engages in illegal or deceptive trade practices or any other practices proscribed under applicable law.
Monitoring. GigLabs reserves the right to record, monitor or audit activities occurring through or involving the Platform and/or investigate any allegation that any activity occurring through or involving the Platform does not conform to these Terms or applicable laws. You shall not unreasonably hinder such monitoring or audit, and shall provide such information related to the Platform usage as is reasonably requested by GigLabs and necessary to confirm conformance to these Terms.
Data Location. You acknowledge that information will be stored in geographically diverse locations. GigLabs shall store the information in accordance with all applicable laws, rules and regulations, including applicable data protection laws.
Disclaimer Of Warranties. The Platform is made available to you “as is” and “as available”, without any representations or warranties, either express or implied. By way of example, we do not guarantee, represent or warrant that your use of the Platform will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Platform is at your sole risk. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. By way of clarification, GigLabs has no responsibility for the Collectibles created or traded by users of your marketplace. GigLabs does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible.
Certain Risks of Technology. The technology utilized in delivering the Platform depends in part on public peer-to-peer networks that are not under the control or influence of GigLabs and are subject to many risks and uncertainties. Users of the marketplace are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Marketplace and sale of Collectibles. GigLabs will not be able to restore or issue any refund in respect of any Collectibles due to lost private keys. If a Marketplace user is not able to spend or use a Collectible due to loss or theft of the corresponding private key or otherwise, such user will be unable to exercise his or her rights with respect to such Collectible.
Indemnification. You will defend, indemnify, and hold GigLabs and our officers, directors, employees, successors and assigns harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorney fees and court costs) relating to any third-party claims, suits or proceedings arising out of or in connection with the sale of Collectibles. We will defend, indemnify, and hold Customer and its officers, directors, employees, successors and assigns harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorney fees and court costs) relating to any third party claims, suits or proceedings alleging that the Intellectual Property violates or infringes the right of a third party.
Limitation of Liability. To the extent permitted by law, in no event shall either party, or their respective parents, subsidiaries, successors and assigns, and each of their respective directors, officers, employees, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Platform. A party’s maximum liability related to the use of the Platform, a breach of these Terms or any other matter arising between the parties shall be equal to the fees you have paid to us for the twelve (12) month period prior to any claim arising.
Choice of Law/Arbitration. These Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to otherwise applicable principles of conflicts of law. Any dispute related to the Agreement shall be submitted solely to arbitration before JAMS in its Atlanta, Georgia office. You and us submit exclusively to such jurisdiction and venue. Judgments may be enforced in any court in the world having jurisdiction over such matters. YOU AND US AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY FOR A DISPUTE RELATED TO THE AGREEMENT.
Assignment. The terms and conditions of the Agreement will inure to the benefit of and be binding upon the parties, their successors and permitted assigns. You may not assign this Agreement without GigLabs’s written consent. We may assign our rights to an affiliate or a successor company.
Severability/No Waiver. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect. Failure to enforce any provision of the Agreement by a party shall not constitute a waiver of any term by such party.
Entire Agreement. These Terms are complete and reflect the entire agreement between us and you with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings. No promises, representations, understandings, warranties and agreements have been made by any of the parties except as expressly referred to herein. No modification or amendment of the Agreement shall be valid unless in writing signed by an authorized representative of each of us and you.