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Terms of Service
Last Updated: [03 April 2023]
These Terms of Service (“Terms”), which can be viewed as an agreement between you and Dagora (“Dagora”, “we”, “us”, “our” or “the Platform”), govern your access and use of the Application Services. The “Application Services” (the “Service(s)”) means the websites, apps, software, programming interfaces, tools, features, and functionality accessed or used via https://dagora.xyz/, or marketed, advertised, or marked by us with the name “Dagora”.
PLEASE READ THESE TERMS OF SERVICES CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 15 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.
BY ACCESSING TO AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
These Terms are not a prospectus or offer document and are not a solicitation for investment in Dagora or in any product, project, or property of Dagora in any jurisdiction. These Terms do not constitute an offer of securities in any jurisdiction. Nothing in these Terms should be considered as a recommendation for any person to participate in the Services or Dagora’s proposed service.
In these Terms, Dagora and the contracting party identified in Section 3 below agree as follows:
a) Our Platform. Our Services facilitate interactions with the Protocols and Blockchains to allow individuals to bid on, purchase, trade, and sell non-fungible tokens (“NFTs”). We provide the Platform, which is an interface to interact with the Protocols and Blockchains. We do not provide the Protocol. Our Services also allows users to create and deploy NFTs.
(i) You may participate in the Services by linking your digital wallet(s) on supported bridge extensions, which allows you to purchase, store, and engage in transactions using your cryptocurrency. Before putting up your unique digital asset for sale or putting in an offer to purchase a unique digital asset from another user, we will ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to sell or purchase a unique digital asset, your order is passed on to the applicable extension, which completes the transaction on your behalf.
(ii) Dagora is not a broker, financial institution, or creditor. The services are an administrative platform only. Dagora is not a party to any agreement between the purchaser and seller of NFTs or between any users.
(iii) You bear full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase through the platform. Notwithstanding indicators and messages that suggest verification, Dagora makes no claims about the identity, legitimacy, or authenticity of assets on the platform.
b) Bundle. A bundle is a group of NFT items that are sold together. Bundles cannot be placed in an auction. When a single NFT item within a bundle is transferred to another wallet, the bundle(s) that contain that NFT item will be deleted.
c) Transactions are conducted on the Blockchain. While Dagora offers a platform for NFTs, it does not buy, sell, or take custody or possession of any NFTs, nor does it act as an agent or custodian for any user of the Services. Instead, each NFT that is listed for sale will be deposited into a blockchain-based smart contract deployed by Dagora to ensure that the purported seller owns such NFT. Each such NFT is released automatically upon consummation of its sale through the relevant Blockchain network If you elect to mint, buy, or sell any NFTs, any transactions that you engage in will be conducted solely through the relevant Blockchain network governing such NFT. You will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to the Platform. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service.
d) Terms applicable to Purchasers and Sellers. If you are using the Services to purchase NFTs, you are a “Purchaser,” and if you are using the Services to sell NFTs, you are a “Seller.” If you are either a Purchaser or Seller, you agree to the following additional terms:
(i) Fees may be charged for transactions made on the Platform, which will be used to support both the NFT creators and the Platform, as posted on the Site or otherwise set forth in these Terms. You further agree to pay all other applicable fees, including Gas Fees and hosting fees, and you authorize Dagora to automatically charge you for any such fees or deduct such fees (including the Transaction Fee, as defined below) directly from your amounts paid by the purchaser.
(ii) If you are a Seller, you will receive Revenue less the Transaction Fee for each initial sale of your NFT on the Platform. “Revenue” means the gross amount paid by the purchaser of a sale of your NFT on the Platform. “Transaction Fee” means the percentage of the Revenue generated from the initial sale of your NFT sale of an NFT that is listed on the listing interface, as agreed by you, when determining to list your NFT for sale.
(iii) There may be royalties associated with the secondary sale of any NFT. You acknowledge and agree that the payment of any such royalty shall, in certain circumstances, be programmed to be self-executing via a blockchain network’s non-fungible token standard and Dagora does not have any control or ability to direct such funds or the obligation to collect such fees.
e) Terms Applicable to Creators. If you are using the Services to create and deploy NFTs, you are a “Creator” and agree to the following additional terms:
(i) Royalties. If you are a Creator, in each sale by other Sellers following your initial sale of your NFT on our Platform, you may receive the percentage of Revenue with respect to each such sale set by You in the applicable field of the NFT at the time of creation.
(ii) Bundle Royalties. Since a bundle can include items from different collections, the royalties of the items in the bundle could be different. If a bundle includes NFTs from different collections and the Creators of those NFTs have set their own royalties, the royalties for the entire bundle will be set by Dagora and will not be based on the individual royalties set by the Creators. When a bundle is sold, the royalties payable to each Creator will be pro-rated based on the weight of each single NFT's royalties in the bundle, ensuring that each Creator receives the appropriate percentage of the total royalties. Any changes to the royalties set by Dagora will be applied prospectively and will not affect previously sold bundles.
f) You accept and acknowledge:
(i) The prices and liquidity of cryptocurrency assets (including any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the NFTs made available through the Services, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of NFTs will not lose money.
(ii) You are solely responsible for determining what, if any, taxes apply to your transactions through the Services. Dagora shall not be responsible for determining the taxes that apply to such transactions.
(iii) There are risks associated with using an Internet based currency, 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 wallet. You accept and acknowledge that Dagora will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services for transactions, however caused.
(iv) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of NFTs.
(v) The Services may rely on third-party platforms to perform transactions with respect to any cryptocurrency assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.
(vi) There are risks associated with purchasing user generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Dagora reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Assets you purchase may become inaccessible on Dagora. Under no circumstances shall the inability to view or access your assets on Dagora serve as grounds for a claim against Dagora.
g) By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. Dagora is not responsible for any issues with the Blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
(a) The party that is legally bound by these Terms (and that is identified in these Terms as ‘you’) is either the individual who accepted these Terms (the “Signatory”); or the individual or entity, if any, that legally authorized the Signatory to accept these Terms on its behalf (the “Principal”).
If the Signatory asserts that there is a Principal but the individual or entity identified as the Principal (i) does not fully satisfy the Eligibility Conditions under Clause 2A.2 below or (ii) is for any reason not legally bound to these Terms, then the Signatory will be bound to these Terms in his or her personal capacity.
(b) To be eligible to access and/or use the Services, you must satisfy each of the following conditions (the “Eligibility Conditions”):
If you are an individual:
(i) you must be at least 18 years old or above the minimum age in your jurisdiction to have the legal capacity to enter into contracts and to use the Services; and
(ii) you are not a citizen or permanent resident of, you do not have a primary residence in, and you are not physically located in Afghanistan, Albania, Barbados, Burkina Faso, Burundi, Cayman Islands, Central African Republic, Cote d'Ivoire, Democratic Republic of Congo, Democratic People's Republic of Korea (DPRK), Eritrea, Gibraltar, Guinea-Bissau, Haiti, Jamaica, Jordan, Lebanon, Libya, Mali, Mozambique, North Korea, Panama, Puerto Rico, Senegal, South Africa, South Sudan, Somalia, Sudan, Syria, Tanzania, Uganda, United Arab Emirates, Yemen, Iran, Iraq, Myanmar, Venezuela, Zimbabwe, Cuba, Hong Kong SAR, Macau SAR, United States of America or its territories or possessions or any country (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the transactions of the Project Tokens would be construed as the transactions of a security (howsoever named), financial services or investment products under the laws, regulatory requirements, or rules of such jurisdiction.
# Jurisdictions with strategic anti-money laundering / counter-financing of terrorism deficiencies most recently identified by the Financial Action Task Force at <https://www.fatf-gafi.org/en/countries/black-and-grey-lists.html> last accessed on 24 March 2023.
^ Sanction list of United Nations <https://www.un.org/securitycouncil/sanctions/information>.
If you are an entity:
(i) you are duly organized and validly existing under the applicable laws of the jurisdiction of your organization;
(ii) you have authorized your Signatory to accept these Terms on your behalf; and
(iii) you are not a resident for tax purposes of, you do not have a domicile in, and you are not physically located in or otherwise subject to the jurisdiction of Afghanistan, Albania, Barbados, Burkina Faso, Burundi, Cayman Islands, Central African Republic, Cote d'Ivoire, Democratic Republic of Congo, Democratic People's Republic of Korea (DPRK), Eritrea, Gibraltar, Guinea-Bissau, Haiti, Jamaica, Jordan, Lebanon, Libya, Mali, Mozambique, North Korea, Panama, Puerto Rico, Senegal, South Africa, South Sudan, Somalia, Sudan, Syria, Tanzania, Uganda, United Arab Emirates, Yemen, Iran, Iraq, Myanmar, Venezuela, Zimbabwe, Cuba, Hong Kong SAR, Macau SAR, United States of America or its territories or possessions or any country (A) where participation in the Services is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act, or (B) where it is likely that the transactions of the Project Tokens would be construed as the transactions of a security (howsoever named), financial service or investment product under the laws, regulatory requirements, or rules of such jurisdiction.
Your accessing, using the Services, holding, bidding, trading, buying, selling, or transferring NFTs are not prohibited, restricted, or regulated by any law or regulation applicable to you. You are solely responsible (i) to determine if there are any such laws or regulations (including foreign exchange restrictions) applicable to you and to comply with them and (ii) to determine if there are any governmental or other consents or approvals which you need to obtain, and to obtain and maintain them.
You are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to financial sanctions maintained by the European Union; or on an equivalent or similar list maintained by the United Nations Security Council, or any other jurisdiction.
You are accessing and/or using the Services as principal and for your own account, and not as nominee or agent for, or for the account of, any other person.
(c) If you do not fully satisfy each of the Eligibility Conditions at all times from the time that you accept these Terms, then you may not, and you agree not to, access to and/or use the Services. If you access to and/or use the Services notwithstanding that you do not meet each of the Eligibility Conditions, you acknowledge that (a) your access to and/or use the Services is a breach of these Terms, and (b) you access to and/or use the Services at your own risk. You acknowledge and agree that Dagora will not be liable to you or any other party arising from or in connection with your access to and/or use the Services if you do not meet each of the Eligibility Conditions.
(d) Dagora may require you to provide certain information to confirm your satisfaction of the Eligibility Conditions and to complete the transactions related to the Services. If you do not provide the required information, then you may be unable to use the Services. Dagora’s request for, and your provision of, any information from you, and any actions or decisions Dagora may take based on that information, do not affect your obligations under this Section 3.
The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information, and other materials, and all content and other materials contained therein, including, without limitation, the Dagora logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Dagora or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
Dagora’s name, logo, trademarks, and any Dagora product or Services names, designs, logos, and slogans are the intellectual property of Dagora or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Dagora” or any other name, trademark, or product or Services name of Dagora or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Services constitutes the Services mark, trademark, or trade dress of Dagora and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
All other third-party trademarks, registered trademarks, and product names mentioned on the Services or displayed on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Dagora.
You agree not to do any of the following:
(a) Post, upload, publish, submit, or transmit any user content (which may include NFT Content): (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
(b) Access or use the Services to copy, modify, or create derivative works of the Services or any related software or code, or reverse engineer, disassemble, decompile, decode, adapt, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to the Service, or otherwise attempt to derive or gain access to any software component of the Service, including those of third parties.
(c) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission.
(d) Impersonate or misrepresent your affiliation with any person or entity.
(e) Create or list counterfeit items (including any NFTs).
(f) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any criminal or fraudulent activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services).
(g) Engage in wash trading, front running, pump and dump trading, ramping, cornering, or other deceptive or manipulative trading activities, including but not limited to: (i) trading an NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT; (ii) unduly or improperly influencing the market price for such NFT or establishing a price which does not reflect the true state of the market in such NFT; (iii) executing or causing the execution of any transaction in an NFT which involves no material change in the beneficial ownership thereof; and (iv) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT.
(h) Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi (or decentralized finance) yield bonuses, staking bonuses, and burn discounts.
(i) Fabricate in any way any transaction or process related thereto.
(j) Place misleading bids or offers.
(k) Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Service.
Notwithstanding the foregoing, we may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party Services provider. Such suspension or termination shall not be constituted a breach of these Terms by Dagora. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
In exchange for access to or use of the Service, such as to access or use artistic tools or NFT-generation software, you agree to attribute or give appropriate credit to Dagora for its assistance in generating any artwork in any reasonable manner, but not in any way that suggests the licensor endorses you or your use.
As between Dagora and you, you shall continue to exclusively own all right, title and interest in and to the digital art embodied in the NFTs and any name, likeness, image, signature, voice and other identifiable characteristics included in the digital art embodied in the NFTs, creative assets you provide to Dagora, and your name, logos and trademarks, and all intellectual property rights in the foregoing (collectively, the “NFT Content”). Notwithstanding the foregoing, you grant to Dagora a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, license, with the right to sublicense through multiple tiers, to use NFT Content for the purpose of performing Dagora’ obligations under these Terms, including hosting the NFT Content and listing, marketing, and facilitating the sale of the NFTs, and marketing or promoting the Services.
You represent and warrant that (i) you have the full right, power and authority to grant the rights granted or agreed to be granted hereunder, including, but not limited to, fully cleared permissions, consents, rights and licenses to the NFT Content in these Terms; (ii) the NFT Content, the NFTs, and the listing and sale contemplated by these Terms, complies with all, and do not and will not violate any applicable law, statute, rule, or regulation, will perform in accordance with the intended specifications and without material error, and will be delivered free and clear of any claims, liens or rights of third parties; (iii) the NFT Content and Dagora’ use thereof in accordance with these Terms does not and will not infringe any intellectual property rights of any third party or any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party; (iv) you will fulfill your obligations under any terms with a purchaser of the NFTs, as applicable; (v) any advertising or promotion of the NFTs by you or on your behalf will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws and will not suggest a likely increase in value of the NFTs; and (vi) you will not use the proceeds retained from sales of the NFT, whether through the Platform or any other platform for capital raising purposes.
We reserve the right to block access to or remove any of your NFT from Dagora, at any time, for any reason (including, without limitation, if someone accuses you of contributing such content, breach of these Terms), in our sole discretion and without notice.
The Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Service, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Dagora, and may be “open” applications for which no recourse is possible. Dagora is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Dagora provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Dagora, and our officers, directors, agents, partners and employees (individually and collectively, the “Dagora Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your use of misuse of the Services, (b) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or applicable law, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify Dagora Parties of any third-party Claims, cooperate with Dagora Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Dagora Parties will have control of the defense or settlement, at Dagora’ sole option, of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND DAGORA.
If Dagora is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under this Section 7, you agree to reimburse Dagora its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.
THE SERVICES, INCLUDING ANY CONTENT CONTAINED THEREIN AND ANY NFTS (INCLUDING ASSOCIATED NFT CONTENT) LISTED THEREIN ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SERVICES OR THE USE OR OTHER DEALINGS IN THE SERVICE.
DAGORA SPECIFICALLY DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DAGORA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE AVAILABLE AT ANY TIME OR IN ANY GEOGRAPHIC LOCATION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. DAGORA MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THAT THE SERVICES WILL NOT INCIDENTALLY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY NATURE OF ITS OPERATION, OR THAT ARTWORKS CREATED BY USERS WITH ASSISTANCE OF THE SERVICES WILL BE ELIGIBLE FOR COPYRIGHT PROTECTION. DAGORA CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USERS DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD DAGORA RESPONSIBLE FOR ANY BREACH OF SECURITY.
DAGORA WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. WE DO NOT GUARANTEE THAT WE CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR OTHER DIGITAL ASSETS, OR THAT ANY ASSOCIATED PAYMENT WILL BE SUCCESSFUL. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, DAGORA MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE SERVICES.
THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICES OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS AND REGULATIONS, YOU, FOR AND ON BEHALF OF ALL NATURAL AND LEGAL PERSONS WHO MAY CLAIM THROUGH OR UNDER YOU, ON YOUR BEHALF, OR OTHERWISE IN RESPECT OF YOU, RELEASE AND FOREVER DISCHARGE DAGORA AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, ATTORNEYS, AND ADVISERS, AND ALL OF ITS AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, FROM ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND WHATSOEVER, WHETHER UNDER COMMON LAW, STATUTORY, CONTRACTUAL, TORTIOUS, EQUITABLE, OR OTHERWISE, AND ALL LOSSES, DAMAGES, TAXES, LIABILITIES, COSTS, AND EXPENSES, WHICH YOU HAVE, EVER HAD, MAY HAVE, OR HEREAFTER MIGHT HAVE, WHETHER KNOWN OR UNKNOWN, NOW EXISTING OR WHICH MIGHT ARISE OR ACCRUE HEREAFTER, RELATING TO OR ARISING FROM THE MATTERS LISTED IN THIS CLAUSE.
IN NO EVENT SHALL DAGORA BE LIABLE FOR ANY LOSSES REALIZED OR DEMANDED OF USERS RELATED TO USERS’ ACCESS TO OR USE OF THE SERVICE, INCLUDING ANY LOSSES FOR INTELLECTUAL PROPERTY INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF DAGORA FOR DAMAGES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO DAGORA FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DAGORA, AS APPLICABLE.
IN NO EVENT SHALL DAGORA NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (III) USE OF ANY CONTENT OBTAINED FROM OR GENERATED IN WHOLE OR IN PART BY THE SERVICE; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR SOME TYPES OF DAMAGES. TO THAT END, THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY ARE TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU AGREE TO WAIVE ALL RIGHTS TO ASSERT ANY CLAIMS UNDER APPLICABLE LAWS AND REGULATIONS AND YOU AGREE THAT YOU MAY MAKE CLAIMS BASED ONLY ON THESE TERMS.
YOU ACKNOWLEDGE THAT DAGORA HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND DAGORA.
By creating an Account, you consent to receive electronic communications from Dagora (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Services and you may opt out of these communications through the Services or through your mobile device’s operating system (with the possible exception of important Services announcements and administrative messages) by following the unsubscribe instructions provided.
We are always working to improve Dagora, so our products and Services may change over time. We may suspend or discontinue any part of Dagora, or we may introduce new features or impose limitations on certain features or restrict access to part or all Dagora.
We are constantly working to improve our products and services, so these terms may need to change in conjunction with Dagora. Dagora reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
Except for our changes as described herein, no other modification or modification of these Terms will be effective unless signed in writing by both you and us.
We want to address your concerns without needing a formal legal case. Before filing a claim against Dagora, you agree to contact us and attempt to resolve the claim informally by sending a written notice of your claim by email at [email protected]. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be sent to the email address associated with your online account and will contain the information described above. If we can’t resolve matters within thirty (30) days after any notice is sent, either party may initiate a formal proceeding.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Dagora and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and Dagora agree that any dispute arising out of or related to these Terms, or our Services is personal to you and Dagora and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for claims disputes in which you or Dagora seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Dagora waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Service, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. All Disputes shall be submitted to the Singapore International Arbitration Centre (“SIAC”) to be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Singapore. You and Dagora agree that Disputes will be held in accordance with the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason.
(c) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Dagora, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality doesn’t apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
(d) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Dagora will not have the right to assert the claim.
(e) If any portion of this section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.
These Terms and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands without giving effect to the conflict of laws principles thereof.
If you breach any of the provisions of these Terms, all licenses granted by Dagora will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Services (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
You agree that a breach of these Terms will cause irreparable injury to Dagora for which monetary damages would not be an adequate remedy and Dagora shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
These Terms constitute the entire agreement between you and Dagora relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Dagora, and Dagora’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.\