Last Updated: September 13, 2024

1. Acceptance of Terms

By accessing or using NFTDEX ("we," "us," or "our"), you ("User") agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not access or use our services. We reserve the right to modify these Terms at any time. We will provide notice of changes by updating the Terms on our website and indicating the date of the latest revision. Your continued use of NFTDEX after any such changes constitutes your acceptance of the new Terms.

2. Definitions

• NFTDEX: Refers to the decentralized NFT-to-NFT exchange platform operated by SeaSun Ventures, Inc, a California Corporation.
• User: Refers to any individual or entity accessing or using NFTDEX.
• Services: Means all services provided by NFTDEX, including the platform, website, and smart contracts.
• NFT: Means a non-fungible token compliant with the ERC-721 standards on Ethereum or compatible blockchains.
• Smart Contracts: Refer to self-executing contracts with the terms of the agreement directly written into code.
• Digital Wallet: Refers to a blockchain-based wallet that allows users to store, send, and receive digital assets, including NFTs.

3. Eligibility

By using NFTDEX, you represent and warrant that:

• You are at least 18 years old or of legal age to form a binding contract in your jurisdiction.
• You have the full right, power, and authority to enter into and comply with these Terms.
• You are not a resident of, or located in, a jurisdiction where use of our Services is prohibited by law, regulation, or sanction.
• You are not identified as a 'Specially Designated National' by the Office of Foreign Assets Control.

4. User Responsibilities

• Compliance with Laws: You are solely responsible for ensuring that your use of NFTDEX is in compliance with all applicable laws, regulations, and ordinances.
• Account Security: You are responsible for maintaining the security of your digital wallet and any authentication credentials. NFTDEX will never ask for your private keys or login credentials.
• Accurate Information: Any information you provide to NFTDEX must be accurate and complete.

5. Use of Services

• Platform Role: NFTDEX provides a decentralized platform that facilitates peer-to-peer multilateral trading of NFTs. We do not buy, sell, or transfer ownership of NFTs on behalf of users.
• Transaction Responsibility: All transactions initiated through our smart contracts are final and irreversible. NFTDEX is not responsible for any losses or disputes arising from transactions.
• No Custody: NFTDEX does not custody or control any NFTs; all transactions occur directly between users on the blockchain. At no point does NFTDEX hold, manage, or control any digital assets or private keys on behalf of users. You are solely responsible for the custody and management of your digital assets and private keys.

6. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

• Using the Services for any illegal purpose or in violation of any local, state, national, or international law.
• Engaging in activities that violate the rights of others, including intellectual property rights.
• Distributing viruses or any other harmful code.
• Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services.
• Using any automated systems, scripts, or bots to access or interact with the Services without our prior written consent.

7. Market Making Algorithms and Smart Contracts

• Algorithms: While NFTDEX utilizes market making algorithms to facilitate trading, we do not guarantee the accuracy, reliability, or completeness of any information generated by these algorithms.
• Smart Contracts: You acknowledge that smart contracts are code subject to vulnerabilities and that we are not responsible for any losses due to bugs, errors, or exploits in the smart contracts.

8. Assumption of Risk

• Blockchain Risks: You understand that transactions on the blockchain are irreversible and that the value of NFTs can fluctuate significantly.
• Technical Risks: You acknowledge the risks of using blockchain technology, including hardware, software, and Internet connectivity issues.
• Regulatory Risks: The regulatory environment for blockchain and NFTs is evolving, and you are responsible for ensuring compliance with any applicable laws or regulations in your jurisdiction.
• Smart Contract Risks: Smart contracts are subject to vulnerabilities, including bugs, hacks, and exploits. NFTDEX is not responsible for any losses resulting from issues with smart contracts.
• Market Risks: The NFT market is volatile, and the value of NFTs can fluctuate significantly. You acknowledge that you are solely responsible for any financial losses incurred as a result of trading NFTs.
• Verification of NFTs: You are solely responsible for verifying the authenticity, metadata, and value of any NFTs before engaging in a transaction. NFTDEX does not guarantee the accuracy or completeness of any information provided about NFTs on the platform.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NFTDEX DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NFTDEX, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL NFTDEX'S TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU HAVE PAID TO NFTDEX IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) $100 USD.

11. Indemnification

You agree to defend, indemnify, and hold harmless NFTDEX, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorneys' fees) arising from:

• Your use of and access to the Services.
• Your violation of any term of these Terms.
• Your violation of any third-party right, including without limitation any intellectual property or privacy right.
• Any claim that your use caused damage to a third party.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

13. Dispute Resolution

• Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be submitted to and decided by binding arbitration conducted by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.
• Location: The arbitration shall take place in Southern California.
• Class Action Waiver: All claims must be brought on an individual basis, and you waive any right to participate in a class or representative proceeding.
• Costs: The costs of arbitration, including administrative fees and arbitrator compensation, will be shared equally by you and NFTDEX unless otherwise required by applicable law.

14. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

15. Entire Agreement

These Terms, along with our Privacy Policy and any other legal notices published by NFTDEX, constitute the entire agreement between you and NFTDEX concerning your use of the Services. These Terms supersede all prior agreements, whether written or oral, relating to the subject matter hereof.

16. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will cease immediately. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

17. Contact Information

If you have any questions or concerns about these Terms, please contact us at [support email address or link to contact form].

18. Privacy Policy

Your use of NFTDEX is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information. By using NFTDEX, you agree to the terms of our Privacy Policy. Please review it carefully.

The Privacy Policy is hereby incorporated by reference into these Terms and forms an integral part of your agreement with NFTDEX.

19. Risk Disclosure

You acknowledge and agree that:

• Blockchain Risks: Transactions on the blockchain are irreversible, and the value of NFTs can fluctuate significantly. You are solely responsible for understanding the risks associated with blockchain technology.
• Technical Risks: NFTDEX is not responsible for any losses due to hardware, software, or Internet connectivity issues, including failures or disruptions in blockchain networks.
• Regulatory Risks: The regulatory environment for blockchain and NFTs is evolving, and you are responsible for ensuring compliance with any applicable laws or regulations in your jurisdiction.
• Smart Contract Risks: Smart contracts are subject to vulnerabilities, including bugs, hacks, and exploits. NFTDEX is not responsible for any losses resulting from issues with smart contracts.
• Market Risks: The NFT market is volatile, and the value of NFTs can fluctuate significantly. You acknowledge that you are solely responsible for any financial losses incurred as a result of trading NFTs.
• Verification of NFTs: You are solely responsible for verifying the authenticity, metadata, and value of any NFTs before engaging in a transaction. NFTDEX does not guarantee the accuracy or completeness of any information provided about NFTs on the platform.

20. Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws, regulations, and ordinances in connection with your use of NFTDEX. This includes, but is not limited to, compliance with anti-money laundering (AML) and counter-terrorism financing (CTF) regulations, as well as any applicable sanctions programs.

21. Modifications to the Terms

We reserve the right to modify or update these Terms at any time. If we make material changes to these Terms, we will notify you by updating the "Last Updated" date at the top of these Terms and, where appropriate, provide additional notice (such as adding a statement to our homepage or sending you a notification). Your continued use of NFTDEX after any such changes constitutes your acceptance of the new Terms.

22. Force Majeure

NFTDEX shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Force majeure events also include blockchain network congestion, protocol failures, or other technical issues beyond our control.

23. Third-Party Services

NFTDEX may contain links to third-party websites or services that are not owned or controlled by NFTDEX. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that NFTDEX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

24. Intellectual Property

All content, trademarks, service marks, trade names, logos, and other intellectual property displayed on NFTDEX are the property of NFTDEX or its licensors. You agree not to use, copy, reproduce, modify, or distribute any content from NFTDEX without our prior written consent.

25. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of NFTDEX to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

26. Non-Custodial Nature of Services

NFTDEX is a purely non-custodial platform. At no point does NFTDEX hold, manage, or control any NFTs, digital assets, or private keys on behalf of users. All transactions facilitated through NFTDEX occur directly between users on the blockchain via self-executing smart contracts. You are solely responsible for the custody and management of your digital assets and private keys. NFTDEX does not have access to or control over your digital wallet, and we will never request your private keys or login credentials.

27. No Fiduciary Duties

NFTDEX does not act as your agent, broker, fiduciary, or custodian. By using the Services, you acknowledge and agree that NFTDEX owes no fiduciary duties or obligations to you. You are solely responsible for your decisions and actions when using the platform.