This User Agreement and all policies and additional terms posted on and in our sites, applications, tools and services (collectively “Services”) set out the terms on which Tropical Arts offers you access to and use of our Services. You agree to comply with all terms of this User Agreement when accessing or using our Services.
The entity you are contracting with is: Curinde N.V. . Tropical Arts is a project of Curinde N.V. (Naamloze Vennootschap aka a Curaçao Limited Company), Emancipatie Boulevard Dominico F. “Don” Martina 17, Curaçao. In this User Agreement, these entities are individually and collectively referred to as “Tropical Arts,” “we,” or “us.”
Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt out of the Agreement to Arbitrate. If you do not opt out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
2. About Tropical Arts
Tropical Arts is an NFT marketplace that allows users to buy NFTs and allows creators to sell artworks in a variety of media and formats. The actual contract for sale is directly between the seller and buyer.
Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, Tropical Arts has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.
3. Using Tropical Arts
You affirm that you are over the age of 18, as the Service is not intended for children under 18.
In connection with using or accessing our Services you will not:
- post, list or upload content or items in inappropriate categories or areas on our sites;
- breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
- use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are * temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
- fail to pay for items purchased by you, unless you have a valid reason as set out in a Tropical Arts policy.
- manipulate the price of any item or interfere with any other user’s listings;
- post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
- take any action that may undermine the feedback or ratings systems;
- transfer your Tropical Arts account (including feedback) and user ID to another party without our consent;
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Tropical Arts or the interests or property of users;
- use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of Tropical Arts;
- interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
- export or re-export any Tropical Arts application or tool, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
- infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Tropical Arts. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Tropical Arts or someone else;
- infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
- commercialize any Tropical Arts application or any information or software associated with such application, except with the prior express permission of Tropical Arts;
- harvest or otherwise collect information about users without their consent; or
- circumvent any technical measures used to provide our Services.
Sellers must abide by Tropical Arts’s posting requirements. Failure to abide by these requirements may result in Tropical Arts downgrading or deactivating your seller account.
If we believe you are abusing Tropical Arts and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
If we believe you are violating our policies, you may be subject to termination of your account. Additionally, we reserve the right to refuse, modify, or terminate all or part of our Services to anyone for any reason at our discretion.
Use of the Service by Creators
For creators who wish to use the Service to sell works, the Service is available to artists, photographers, musicians, authors, and other creators who live in the Caribbean basin, have family ties in the Caribbean, or have roots there.
By minting or listing an asset for sale on the Service, Creators expressly represent and warrant that their Work is an original creation. Creators are prohibited from minting or listing works consisting of unlicensed or unauthorized copyrighted content, including any imagery, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use. Creators can only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed.
Creators Must Have Authority to Mint, Display, and Sell the Work
Creator expressly represents and warrants that works minted on the Service contain only original content otherwise authorized for use by the Creator. To the extent a Work contains unoriginal content, including content from Works by other Creators, the minting Creator further represents and warrants that he or she has permission to incorporate the unoriginal content. Creator represents and warrants that the sale, display, or performance of minted assets on the Service is not a violation of any agreement, contract, or obligation owed to a third party.
Creators May Be Removed from the Service
Failure to abide by these Terms and/or the Community Guidelines may result in, without limitation, suspension or deletion of the Creator’s account, revocation of the Creator’s minting privileges and other permissions on the Service, delisting the Creator’s assets on the Service, or paying monetary damages. Service has the unilateral authority and discretion to remove, suspend, or revoke Creators’ access to its Smart Contracts or any other aspect of the Service.
Cross-posting of Content to Expressions.com
Through Tropical Arts’ partnership with the Amberfi platform, digital works and accompanying metadata and listing information minted or listed on Tropical Arts may be chosen to be cross-posted to the global NFT marketplace Expressions.com for wider global visibility. If your work is chosen to be cross-posted, you have the right to remove it from Expressions.com at any time.
4. Policy Enforcement
When a buyer or seller issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both buyers and sellers.
5. Fees and Taxes
The fees we charge for using our Services are listed on our Selling Fees pages. We may change our seller fees from time to time by posting the changes on the Tropical Arts site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.
If you are a seller, you are liable for transaction fees arising out of all sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of Tropical Arts. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of Tropical Arts, you may be liable to pay a final value fee applicable to that item, even if the item doesn’t sell, given your usage of our Services for the introduction to a buyer.
Tropical Arts does not have an obligation to collect sales taxes on sales you make using our Services; therefore, it is the responsibility of you as the seller to collect such sales taxes and import or export duties as applicable for each transaction.
Seller fees don’t purchase exclusive rights to item exposure on our Services. We may display third-party advertisements (including links and references thereto) or other content in any part of our Services, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, sellers.
6. Listing Conditions
When listing an item for sale on our Services, you agree to comply with the following Listing policies and Selling practices policy and that:
- You assume full responsibility for the item offered and the accuracy and content of the listing,
- Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). Tropical Arts can’t guarantee exact listing duration,
- Your fixed-price listings may renew automatically every calendar month, based on the listing terms at the time, until all quantities sell or the listing is ended by you or Tropical Arts, in its sole discretion,
- Content that violates any of Tropical Arts’s policies may be modified, obfuscated or deleted at Tropical Arts’s sole discretion,
- We may revise product data associated with listings to supplement, remove, or correct information,
- We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:
- buyer’s location, search query, browsing site, and history;
- item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
- seller’s history, including listing practices, Detailed Seller Ratings, Tropical Arts policy compliance, Feedback, and defect rate; and
- number of listings matching the buyer’s query,
- To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer,
- Some advanced listing upgrades will only be visible on some of our Services,
- Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results,
7. Purchases on the Service
Transactions that take place on the Service are managed and confirmed via the blockchain, including Polygon, Ethereum, and other blockchains. You understand that your blockchain public address will be made publicly visible whenever you engage in a transaction on the Service. We neither own nor control Amberfi, MetaMask, Rainbow, the Polygon network, or any other third-party site or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Service. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties, including transaction costs or commissions.
When buying an item on our Services, you agree to the following Rules and Policies for buyers:
- You are responsible for reading the full item listing before making a bid or committing to buy,
- You enter into a legal purchase agreement to purchase an item when you commit to buy an item,
- We do not transfer legal ownership of items from the seller to the buyer,
8. Marketplace Activities
All User transactions on the Service, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Polygon network or other blockchain networks. The Polygon network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Polygon network, and thus every transaction occurring on the Service. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of the Service. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Service be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.
Marketplace Transactions are Executed by Smart Contracts
To initiate a transaction on the Service, a User must voluntarily invoke one or more Smart Contract operations from an Amberfi Wallet. All transactions on the Service, including but not limited to transfers, offers, bids, listings, sales, or purchases of Tropical Arts assets are initiated through one or more Smart Contracts at the sole discretion and at the complete risk of the Users. 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, bid on, list, or transfer a Tropical Arts asset. The User acknowledges the risk of Smart Contracts and 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.
User Acknowledges the Risk of Smart Contracts and Blockchain Technology
Tropical Arts marketplace transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the Service’s smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Polygon blockchain (i.e., “forks”), which can adversely affect the smart contracts and may expose you to a risk of a total loss, forfeiture of your digital currency or Tropical Arts assets, or lost opportunities to buy or sell Tropical Arts assets. Tropical Arts assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
Users Assume the Risk of Interacting on Smart Contracts
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in marketplace or auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, Tropical Arts, the Site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Tropical Arts site, and in initiating Polygon-based transactions.
### No Attacking or Interfering with the Smart Contracts
Users are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract on the Service. Operations performed by you that are technically permitted by a smart contract on the Service may nevertheless be a violation of our Terms of Service and the law.
The Marketplace Smart Contracts Are Not Controlled By the Service
All marketplace transactions are executed by one or more Smart Contracts processed on the Polygon blockchain and not under any direct control by Tropical Arts. You acknowledge and agree that Tropical Arts is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, auction, or transfer of Tropical Arts assets, whether or not a commission or fee is received by Tropical Arts or its partners as a consequence of the transaction. Assets listed for sale on the Service are not offered on consignment or held in trust on behalf of any Creator, Collector, Owner, or User. Tropical Arts and its partners reserve the right to execute Smart Contract transactions on the marketplace as a collector of assets available on the Service.
Users are Prohibited from Manipulating Market Prices
Users of the Service are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the Service with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price an asset, groups of assets, or assets created by particular Creators.
Users are Prohibited from Bidding on, Making Offers on, or Purchasing Their Own Works
Creators, Owners, and Collectors are expressly forbidden from bidding, purchasing, or making offers on their own listed or offered assets for the purpose of artificially influencing the price of the listed asset(s).
Users are Prohibited from Anticompetitive Conduct
Users are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for work (i.e, “wash trading”), or any other anti-competitive bidding conduct.
Users are Prohibited from Using the Marketplace to Conceal Economic Activity
Users are expressly forbidden from selling works, listing assets for auction, making bids during an auction, purchasing work, or engaging in any other marketplace transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Service and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for an asset for any other reason than to obtain the asset. You expressly represent and warrant by performing transactions involving the Service or Smart Contracts that your actions are legal under United States and international law and the jurisdiction from which they initiate the transaction.
Violation of the Marketplace Code of Conduct May Result in Our Intervention
You hereby agree and acknowledge that should you engage in any prohibited marketplace conduct described herein or that violate federal or state law, Tropical Arts hereby reserves the right to completely or partially restrict or revoke your access to the Service for violating these Terms. Tropical Arts reserves the right to amend, rectify, edit, or otherwise alter Tropical Arts market transaction data to mitigate market harm caused by a User’s violation of these terms.
User Releases Tropical Arts from Claims Arising From Other Users’ Violations of these Terms
You irrevocably release, acquit, and forever discharge Tropical and its subsidiaries, affiliates, officers, partners, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.
All works minted on the Service are subject to the Tropical Arts set of licenses, the terms of which are described within. All Users who receive an asset on Tropical Arts acknowledge and agree to accept or purchase the asset subject to the conditions of the chosen license.
9. International Buying and Selling; Translation
Many of our Services are accessible internationally. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.
When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Tropical Arts, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of that content in connection with our provision, expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. If you use an AI art generation service in creating a work that you upload to the Service, you warrant that you have the right to do so and assume full responsibility for complying with all Intellectual Property laws. Tropical Arts takes no responsibility and assumes no liability for any content provided by you or any third party.
We offer product data (including images, descriptions and specifications) that are provided by third parties (including Tropical Arts users). You may use that content solely in your Tropical Arts listings. Tropical Arts may modify or revoke that permission at any time in our sole discretion. The product data includes copyrighted, trademarked and other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings in the product data and not to create any derivative works based on that data (other than by including the data in your listings).
We try to offer reliable product data, but cannot promise that the content provided through our Services will always be available, accurate, complete, and up-to-date. You agree that Tropical Arts is not responsible for examining or warranting the listings or content provided by third parties through our Services, and that you will not attempt to hold us or our data providers liable for inaccuracies.
The name “Tropical Arts” and other Tropical Arts marks, logos, designs, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Tropical Arts in the U.S. and other countries. They may not be used without the express written prior permission of Tropical Arts.
11. Title 17 Notice
Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code
We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you believe that your intellectual property rights have been infringed, please notify our Customer Service team and we will investigate.
12. Privacy of Others
If Tropical Arts provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to our Services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.
13. Additional Terms
Returns and Cancellations
Sellers can create rules to automate replacements, returns, and refunds under certain circumstances. For all new sellers, in listings where returns are accepted, Tropical Arts will set a default rule that automates the return process. Sellers may remove or customize their return preferences in their account settings.
When an item is returned, to refund the buyer, you (as seller) authorize Tropical Arts to request that Stripe Marketplace remove the refund amount (in same or other currency) from your merchant account, place the amount on your invoice, and/or charge your payment method on file.
The cost of return shipping for an item that is not as described is the seller’s responsibility.
You (as seller) authorize Tropical Arts to place the return shipping label cost on your invoice, subject to your automatic payment method on file when:
- An Tropical Arts-generated return shipping label is used, and the seller is responsible for its cost; Returns have been automated;
- You fail to send your buyer a return shipping label and, instead, an Tropical Arts-generated shipping label is used; and/or
- A transaction is cancelled, and to refund the buyer, you (as seller) authorize Tropical Arts to request that Stripe Marketplace remove the refund amount (in same or other currency) from your merchant account.
14. Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
- the content you provide (directly or indirectly) using our Services;
- your use of or your inability to use our Services;
- pricing, shipping, format, or other guidance provided by Tropical Arts;
- delays or disruptions in our Services;
- viruses or other malicious software obtained by accessing or linking to our Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Services;
- damage to your hardware device from the use of any Tropical Arts Service;
- the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
- a suspension or other action taken with respect to your account or breach of the Abusing Tropical Arts Section above;
- the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above; or
- your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.
- Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability.
THE VALUE OF NFTS ARE SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE NFT AND THE WORK. NFTS MADE AVAILABLE FOR SALE ON THE SERVICE ARE NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED, INVESTMENT VEHICLES.
Assumption of Risk; User Acknowledges the Risk of Cryptocurrency and Smart Contracts
YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE POLYGON AND OTHER BLOCKCHAINS, NON-FUNGIBLE TOKENS (NFTS), AND THE INTERPLANETARY FILE SYSTEM (IPFS). WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE POLYGON BLOCKCHAIN, THE POLYGON NETWORK, THE AMBERFI WALLET, THE METAMASK WALLET, OR OTHER BLOCKCHAIN-RELATED NETWORKS AND WALLETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN SEED PHRASE OR PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, POLYGON OR POLYGON NETWORKS, THE AMBERFI OR METAMASK DIGITAL WALLETS OR BLOCKCHAIN-COMPATIBLE BROWSER OR WALLET.
Service is Not Responsible for Technical Errors on the Polygon Blockchain
SERVICE IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE POLYGON NETWORK OR THE AMBERFI OR METAMASK DIGITAL WALLET OR ANY BLOCKCHAIN-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
Service Does Not Guarantee the Value or Title of Certain Assets
The prices of NFTs are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your purchases, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Tropical Arts ecosystem, and therefore the potential utility or value of NFTs. The Service, Service, and digital assets could be impacted by regulatory inquiries, regulatory actions, or legislative policies that could impede or limit the ability of Tropical Arts or its partners to continue to develop the Service, or that could impede or limit your ability to access or use the Service. Assets on the Service may be encumbered by actual or possible copyright or trademark claims against the asset.
User Acknowledges Financial Risk of Digital Assets
Use of the Service, including the creating, buying, or selling trading digital assets, may carry financial risk. Digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Service are irreversible, final, and there are no refunds. You acknowledge and agree that you will access and use the Service at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether creating, buying, or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Service, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Service or any underlying digital asset. You accept all consequences of using the Service, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with the use of the Service for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Service be deemed to create a relationship that includes the provision or tendering of investment advice.
If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) 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 such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.
17. Legal Disputes
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND TROPICAL ARTS HAVE AGAINST EACH OTHER ARE RESOLVED.
In this Legal Disputes Section, the term “related third parties” includes your and Tropical Arts’s respective affiliates, subsidiaries, parent companies, predecessors, successors, assigns, as well as your, Tropical Arts’s, and these entities‘ respective employees and agents.
You and Tropical Arts agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Tropical Arts (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Tropical Arts or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
A. Applicable Law
You agree that, except to the extent inconsistent with or preempted by the laws of Curaçao without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Tropical Arts, except as otherwise stated in this User Agreement.
If a court of law decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement shall still apply.
C. Judicial Forum for Legal Disputes
Unless you and we agree otherwise, in the event of any claim or dispute that has arisen or may arise between you and Tropical Arts. The claim or dispute shall be resolved exclusively by a court located in the jurisdiction of Curaçao. You and Tropical Arts agree to submit to the personal jurisdiction of the courts located within Curaçao for the purpose of litigating all such claims or disputes.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on TropicalArts.com.
Headings are for reference purposes only and do not limit the scope or extent of such Section. 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 User Agreement.
We may amend this User Agreement at any time by posting the amended terms on TropicalArts.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days’ notice by posting the amended terms.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement and all terms and policies posted through our Services set forth the entire understanding and agreement between you and Tropical Arts, and supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Using Tropical Arts; Taxes and Fees; Purchases on the Service; Marketplace Activities; Content; Additional Terms; Disclaimer of Warranties; Limitation of Liability; Release; Indemnity; Legal Disputes, and General.