Terms and Conditions

UPPFIRST PLATFORM TERMS OF USE

Last Updated: 20/07/2023

Welcome to Uppfirst. These terms of use (“Terms”) relate to your use of the Uppfirst platform . The Platform includes the website accessible at <uppfirst.com>, the mobile application, wallet application, browser plug-in, APIs, documentation, software, updates, features, tools and any materials and services made available to you from time to time.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. BY CLICKING ACCEPT AND/OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

PLEASE ALSO READ OUR [HELP AND GUIDANCE ON BLOCKCHAIN TECHNOLOGY], [THE BLOCKCHAIN GUIDANCE], AND ANY GUIDANCE ISSUED BY YOUR DIGITAL WALLET. BY CLICKING ACCEPT AND/OR USING THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND THESE THIRD PARTY GUIDANCE DOCUMENTS.

Click on the links below to go straight to more information on each area:

Sellers: Help Section
Buyers: Help Section
Wallet: Help Section
Web 3: Help Section
UPPFIRST: Help Section
Stablecoins: Help Section
Loyalty Program: Help Section

Please note that if you are a resident of the European Union (EU) or United Kingdom (UK), the additional terms in Appendix 1 (“EU/UK-Specific Terms”) will apply to you.

  1. Glossary

    Pay Balance” refers to when the Buyer or the UPPNFT holder elects to transfer the ownership of the Content of the UPPNFT to the Buyer or UPPNFT holder (as the case may be), whether by choosing to go down to the Seller’s premises to collect the UPPNFT Content, or opting for the delivery of the UPPNFT Content to an address designated by the Buyer or UPPNFT holder (Redeeming an UPPNFT).


    Content” means the redeemable content of an UPPNFT, whether goods or services, listed on our Platform by the Seller, subject to the terms of the Sale Contract.


    General Seller Terms” means the terms of sale set out in these terms that is provided by Uppfirst on an ‘as-is’ basis.


    Platform” means the Uppfirst platform including the website accessible at <uppfirst.com>, the mobile application, wallet application, browser plug-in, APIs, documentation, software, updates, features, tools and any materials and services made available to you from time to time.


    Pay Deposit” refers to when a Buyer clicks to Pay Deposit or to otherwise purchase an UPPNFT on the Platform and “UPPNFT” shall be construed accordingly. PAYING DEPOSIT of any UPPNFT represents the Buyer’s intention to be bound by the Seller’s Sale Contract for the relevant UPPNFT.


    Sale Contract” means the Seller’s terms of sale for the corresponding UPPNFT and its Content, including, the General Seller Terms read together with the Seller Further Terms.


    Seller” means the person selling the UPPNFT and its potential redeemable content.


    Seller Further Terms” means further terms and conditions uploaded by the Seller in relation to the corresponding UPPNFT.


    UppNFT” means the Redeemable NFT corresponding to the Content for sale on the Platform. Each UppNFT represents the UppNFT holder’s intention to be legally bound by the corresponding Seller’s Sale Contract.


    Reward NFTs” refer to the NFTs you may earn as a reward for Paying Deposit or Paying Balance on the Platform.


    Activate” refer to the activation of your rewards in order to be able to use them. (This is minting your rewards)


    Trade” refer to the minting of the UPPNFT on the blockchain.


  2. Who we are and how to contact us

    2.1 The Platform is owned and operated by Uppfirst SG PTE LTD (“Uppfirst”, “we”, “us”, “our”). We are registered in Singapore and have our principal place of business at 6001 Beach Road, #22-01, Golden Mile Tower, Singapore (199589).


    2.2 To contact us, please email [email protected].


  3. These terms of use

    3.1 You are reading a legal document which sets out the terms on which you may access and use the Platform and the software, tools, features and functionality and other services provided by us via the Platform, including where applicable, any wallet services (collectively the “Services”).


    3.2 For purposes of these Terms, user, you, and your means you as the user of the Platform and our Services. If you use the Platform or our Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.


    3.3 The Platform allows users to view and create NFTs for the sale of the rights to products and services (“Content”), to mint NFTs corresponding to the Content (“UppNFT”) and to connect with other users for the sale and purchase of UppNFTs on the blockchain that we will be using from time to time (“Blockchain”). Note that certain features may be available only to certain types of users (eg. Sellers vs buyers).


    3.4 Any UPPNFT Content, products and services displayed on the Platform is made available by the seller of the UPPNFT and/or UppNFT CONTENT(“Seller”), and not by us. The sale of any UPPNFT and its Content is subject to the Seller's Sale Contract. We do not have control over any UPPNFT or Content or the Blockchain and we are not a party to any Sale Contract, agreement for the sale, purchase, or transfer of any UPPNFT Content.


    3.5 You may use the Platform to create a listing for your UPPNFT and its Content, mint corresponding UppNFTs and sell the UPPNFT and its Content (and corresponding UppNFTs) subject to paying us the relevant fees in accordance with Clause 16 below.


    3.6 We may amend these Terms from time to time. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes though the Services. By continuing to access or use the Platform, you confirm your acceptance of the revised Terms and all of the terms incorporated 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 that apply when you access or use the Platform.


    3.7 We shall keep a copy of these Terms, but you are advised to print and keep a copy of these Terms and each amended version for your own records and future reference.


  4. Other terms that may apply to you

    4.1 These Terms refer to the following additional terms, which also apply to your use of the Platform:


    • 4.1.1 Our Privacy Policy here. See further under How we may use your personal information.


      4.1.2 Our Cookie Policy here, which sets out information about the cookies on our site.


      4.1.3 Any other policies which we may bring to you attention from time to time.


      4.1.4 Sale Contracts with Sellers. If you sell an UPPNFT on our Platform, If you purchase an UPPNFT from a Seller on our Platform, or if you purchase an UppNFT from another user, you hereby agree to enter into the following:


      1. You agree to enter into the General Seller Termss, which forms a contract between the buyer and the Seller on the Platform, from the date of sale or purchase of the UPPNFT (as the case may be). For the avoidance of doubt, Uppfirst shall not be a party to such General Seller Terms; and
      2. You agree to enter into any Seller Further Terms as made available to you on or before the purchase of the UPPNFT and its redeemable Content.

  5. Accessing the Platform – as a BUYER

    5.1 You need to register an account with us to use certain features on the Platform.


    5.2 To register for an account on the Platform, we will require your email address for verification and notification purposes. You may also be given the opportunity to register other information. To understand how we use your personal data, please see Privacy Policy here.


    5.3 Registering for an account to use the Platform as a buyer allows you to view, buy and sell other user’s UppNFTs and its Content only. To create and sell your own UPPNFTs and its Content and you will need to register an account as a Seller (in accordance with clause 6).


  6. Accessing the Platform – as a SELLER

    6.1 You need to register an account with us to use the Platform and to be able to sell your UPPNFT and its Content and to create corresponding UppNFTs.


    6.2 To register for an account on the Platform, we will require your email address for verification and notification purposes. You may also be given the opportunity to register other information such as your name, website and social media account information, as well as set your UPPFIRST username. To understand how we use your data, please see Privacy Policy here.


    6.3 Once you have created your account, we will onboard you onto our Platform at our discretion. We reserve the right to off-board any Seller, at any time, and block your use of the Platform for any reason, in our sole discretion.


    6.4 Registering to use the Platform as a Seller allows you to create and sell your UPPNFTs, and view, buy and sell the UppNFTs of other users (see clause 9 below for further details).


    6.5 Profile and page

    • 6.5.1 You may complete your profile to create your page on the Platform by inputting certain details (eg. writing a description of your page, uploading a cover image and a logo).


      6.5.2 Under ‘Complete my profile’ you can share with us your Twitter, Tik Tok, or Instagram or social media accounts.


      6.5.3 Where you have provided us with your social media account details, we may collect account-related information from these Platforms for the purpose of populating your profile on our Platform. By sharing you social media account information with us, you hereby authorise us to collect such information (including any personal information, as the case may be) from your other social media accounts.


      6.5.4 You may also put a link to your website (if you have one) and a description on your page.


  7. Third party service providers

    7.1.1 You acknowledge that we may engage and incorporate the services of third party service providers to assist in providing and/or enhancing the Services. This may include third party services to facilitate the payment for any UPPNFT and its Content or UppNFT, or shipping of Content to recipients. You hereby consent and authorise us to delegate the authorisations you provide to us to such third party service providers as we deem necessary to provide the Services to you.


    7.1.2 You hereby expressly waive and release any and all claims, actions or otherwise which you have or may in the future have against us, our affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns arising from your use or interaction with any third party Services. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE 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 USE OF OR RELIANCE ON ANY THIRD PARTY SERVICES.


  8. What are the legal implications?

    8.1 For Sellers:


    • 8.1.1 You, the Seller, must draft a Sale Contract which will govern your sale and purchase of the UPPNFT and Content to users. The Platform may provide you with General Seller Terms and/or tools to populate your own Sale Contract for your UPPNFT and its Content, however, where such documents are provided, they are provided as-is without any express or implied warranties to be fit for purpose or otherwise. In relation to the General Seller Terms or any other similar documents provided to you by Uppfirst, you hereby acknowledge and agree that you should seek independent professional legal advice before relying on such documents, as they are provided to you ‘as-is’. Uppfirst does not warrant nor represent that such documents will be suitable for your purposes, or that they are compliant with the applicable laws in the relevant jurisdiction(s). You may amend the General Seller Terms by uploading your own Seller Further Terms. Uppfirst specifically disclaims all express or implied warranties. Any reliance on such Documents by you shall be solely at your own risk and Uppfirst shall not bear any responsibility or incur any liabilities arising out of or in connection with such reliance.


      8.1.2 A Sale Contract can be accepted in a primary sale by a buyer on the Platform when the buyer clicks to Pay Deposit or to otherwise purchase (“Pay Deposit”) your UPPNFT and it Content.


      8.1.3 The buyer can then elect to mint a corresponding UppNFT, to sell the UppNFT to a secondary buyer.


      8.1.4 Once an UppNFT has been purchased, you acknowledge and agree that:

      1. the Sale Contract shall be between you and the then-holder of the UppNFT (which may change from time to time if the UppNFT is sold between users);
      2. when an UppNFT is sold, the Sale Contract shall be novated from the seller of the UppNFT to the buyer of the UppNFT and the new UppNFT holder shall become a party to the Sale Contract as if it were the previous UppNFT holder;
      3. you shall release and discharge the previous UppNFT holder from all future obligations to you under the Sale Contract; and
      4. the General Seller Terms, or similar documents Uppfirst may share with you and Buyers from time to time, are intended to apply to achieve the above.

    8.2 For buyers on the primary market:

    • 8.2.1 By paying deposit of an UPPNFT, you, the buyer, acknowledge and agree to be legally bound by the Sale Contract for that UPPNFT and its Content.


      8.2.2 When you choose to Trade or Activate an UppNFT, the UppNFT will be minted on the blokcchian.


      8.2.3 By minting an UppNFT, you will have the ability to offer the UppNFT in a secondary sale to other buyers until the expiry date of the UPPNFT and its Content that is pre-set by the Seller. You will be allowed to set the price of the UppNFT.


    8.3 For buyers on the secondary market.

    • 8.3.1 By buying an UppNFT on the secondary market from another user (“Previous Holder”) (ie. buying an UppNFT from another user who is not a Seller), you are agreeing to enter into the Sale Contract for the UPPNFT and its Content and to replace the Previous Holder as a party to the Sale Contract, in accordance with the terms of the Sale Contract, for the agreed price between you and the Previous Holder.


      8.3.2 The result of a successful purchase of an UppNFT from the Previous Holder is that the Sale Contract will now be between you and the Seller, and the Previous Holder will no longer be a party to the Sale Contract.


      8.3.3 As a party to the Sale Contract, you will gain the right to Pay the Balance of the UPPNFT from the Seller before the expiry date and you shall be be bound by all obligations as set out in the relevant Sale Contract (e.g. remainder of payment at Ready for Shipping date, shipping, insurance, tax and other costs set by the Seller).


    8.4 Seller to fulfil the Sale Contract

    • 8.4.1 The Seller always remains a party to the Sale Contract and the Seller agrees to be legally bound to fulfil the terms of the Sale Contract in favour of the other party of the Sale Contract (who will also be the then-holder of the corresponding UppNFT).


      8.4.2 When a user has Paid Deposit for an UPPNFT, the Seller can cancel the purchase at any time before the cancellation date (“Cancellation Date”), and the Seller shall refund any amounts paid by the buyer for the UPPNFTs and its Content before the Cancellation Date.


      8.4.3 The user who has Paid Deposit for an UPPNFT, or the then-holder of the UppNFT may elect to Pay Balance to the Seller at any time before the date of expiry of the UPPNFT. If the Balance is not paid before the expiry date of the UPPNFT and its Content, the holder of the UppNFT shall still be liable to pay the full price of the UPPNFTS Content to the Seller in accordance with the Sale Contract. If Balance is not paid before the expiry date, the Sales Contract shall be terminated, and the Seller shall keep any amount paid to it for the UPPNFT when the Deposit was paid, but the Buyer shall no longer be entitled to Pay Balance to redeem the Content – see clause 10.4.


  9. Sellers right to create and sell UPPNFTs and its Content

    9.1 The Platform provides you with the ability to list and upload information about your upcoming or existing products and services including an image or video of your upcoming or existing products, placing a title, description of the products and services, the price, list date, commercial terms (unit price, quantity, payment conditions), fees payable to the Seller when the UppNFT is sold on the secondary market (“Seller Fees”), an Available to Ship from date, expiry date of the UPPNFT, country of origin, properties, related categories, time limited, available customisations, your own terms and conditions (also known as the Sale Contract), shipping, storage, insurance and tax costs, shipping times, shipping restrictions; and white list buyers on the primary market.


    9.2 You will also need to provide your details such as an email address and contact phone number as the Seller of your UppNFT and its Content for the purposes of allowing the users to contact you.


    9.3 Please refer to the Help here for a detailed explanation of the information that can be uploaded to the Platform in creating listings for your UPPNFT and its Content and related UppNFTs.


    9.4 UppNFTs you create will be “minted” on the Blockchain when the user who has Paid Deposit for the UPPNFT elects to do so on the Platform (either by electing the Call to Action: Activating or Trading)


    9.5 The Platform uses smart contracts to automatically execute the sale and purchase of the UppNFTs.


    9.6 UppNFTs will be available to purchase by other users between the list date and expiry date set by Sellers. The UppNFT may be sold and transferred by users to other users until expiry date.


    9.7 The user who Paid Deposit for the UPPNFT or the holder of the UppNFT (as the case may be) can Pay Balance for UPPNFT to redeem between the Ready for shipping date & expiry date specified in the UppNFT.


    9.8 At Pay Balance, the user provides his/her invoicing details and delivery details if they choose delivery as their method of shipment.


    9.9 You must provide all necessary information, assistance and co-operation to communicate with users and facilitate the proposed sale of your UPPNFT and its Content.


    9.10 You must not enter into a contract or arrangement with a user in relation to the sale of your UPPNFT and its Content unless you expect to be able to fully fulfil and comply with the terms of the Sale Contract or arrangement with that user.


    9.11 We will not be party to any Sale Contract or arrangement made between you and any user in relation to the sale of your UPPNFT and its Content and all such Sale Contracts and arrangements are subject to your terms of sale and any other terms and conditions agreed between you and that user, whether on or through the Platform or otherwise.


    9.12 The Platform is made available to you solely to provide a facility for you to agree and enter your own Sale Contracts with other users and not for us to be a party to it. As such, you are responsible for providing the user with your terms of sale and complying with all consumer laws, and we shall be in no way responsible for cancellations, refunds, payments or any other aspect of your UPPNFTs and their Content including any acts or omissions of any user or recipient of your UPPNFT and its Content.


    9.13 You are responsible for checking your account to see the status of your UppNFTs and if any UppNFT has been redeemed (Balance Paid) by the UppNFT holder. It is your responsibility to fulfil any Sale Contract and supply the UPPNFT and its Content to the UppNFT holder in accordance with the terms of the Sale Contract.


    9.14 Sellers are solely responsible for delivering the UPPNFTs and their Content to the user who redeemed the Content of an UPPNFT, or the holder of the UppNFT (as the case may be) via the delivery option chosen by the buyer and for complying with the terms of the Sale Contract.ALL USERS HEREBY ACKNOWLEDGE AND AGREE THAT WE DO NOT HAVE CONTROL OVER THE TERMS OF ANY SALE CONTRACT, OR THE DELIVERY OF ANY UPPNFT AND ITS CONTENT SOLD THROUGH THE PLATFORM, AND TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES SUFFERED WHICH ARISE AS A RESULT OF OR IN CONNECTION WITH ANY USER’S (WHETHER SELLER OR BUYER) FAILURE TO COMPLY WITH THE TERMS OF ANY SALE CONTRACT OR FAILURE TO DELIVER THE UPPNFT AND ITS CONTENT TO THE RIGHTFUL RECIPIENT. SELLERS HEREBY ACKNOWLEDGE AND AGREE TO INDEMNIFY US FOR ANY LOSS OR DAMAGE ARISING FROM THIRD PARTY CLAIMS THAT WE MAY SUFFER AS A RESULT OF OR ARISING IN CONNECTION WITH THE SALES CONTRACT BETWEEN USERS, THE SELLER’S FAILURE TO DELIVER THE UPPNFTS CONTENT TO THE APPROPRIATE RECIPIENT, OR THE SELLER’S BREACH OF ANY SALE CONTRACT.


  10. Buying and secondary sales of UppNFTs

    10.1 The Platform allows you to purchase UppNFTs from other users and sell UppNFTs to other users until the expiry date specified in the UppNFT.


    10.2 In a primary purchase of an UppNFT, upon purchasing an UppNFT you are agreeing to buy the UPPNFT by entering into the Sale Contract with the Seller and you acknowledge and agree that a portion of the sale price of the UppNFT may be automatically disbursed to the Seller as Seller Fees (as determined by the Seller when the UPPNFTs Content is first listed). Also applicable are our Platform fees, as set out in clause 16.


    10.3 The Platform allows you to enter into secondary sales of any UppNFT purchased by you to another user until the expiry date specified in the UppNFT (set by the Seller) for such sale price as you may determine. The secondary sale of the UppNFT transfers the smart contract and Sale Contract for that UppNFT (and corresponding UPPNFT’s Content) to the user buying the UppNFT such that the holder of the UppNFT and the Seller are the only parties to the smart contract and the Sale Contract.


    10.4 Before the expiry date of the UppNFT, the holder of the UppNFT has the right to Pay Balance and Redeem the Content of UPPNFT from the Seller. If a holder of an UppNFT fails to Pay Balance for the UPPNFT or otherwise settle the balance of payment due to the Seller before the expiry date of the UppNFT for any reason, the UppNFT expires and the Seller will keep the portion of the price of the UPPNFT that has already been paid to it; the UppNFT holder also loses the right to Redeem the underlying Content.


    10.5 You acknowledge that in purchasing an UppNFT you are entering into the Sale Contract with the Seller at your own risk and are responsible for researching the Seller and the Content you are purchasing.


    10.6 You are responsible for checking your account and ensuring that you Pay Balance for the UPPNFT to redeem the Content prior to the expiry of your UppNFT.


  11. Digital Wallet

    11.1 You will need a digital wallet to use certain features of the Services (for example, to buy or sell UppNFTs and the related Content via the Platform and to receive and use Reward NFTs). The use of your digital wallet in connection with the Platform and the Services is subject to the applicable terms and conditions of your digital wallet provider. If you are using our digital wallet UPPFIRST app, the terms below in Clause 11.4 shall apply to you.


    11.2 Where you are using a digital wallet provided to you by a third party provider, you shall be responsible for keeping your digital wallet secure. We do not operate or maintain your wallet, and have no control or custody over the contents of your wallet and accept no responsibility or liability in relation to the use of your digital wallet. If you discover an issue related to your digital wallet, please contact your digital wallet provider.


    11.3 You are responsible for providing us with complete and accurate details of your digital wallet. We do not accept any responsibility or liability for any errors, outages or problems arising from your use of your digital wallet or caused by your digital wallet service provider.


    11.4 Our digital wallet: UPPFIRST app

    • 11.4.1 You acknowledge that the wallet services we provide to you are non-custodial in nature and, we do not have access to the full private key or any Wallet Key of your wallet, nor have control nor custody over the digital assets in your wallet, at any time.


      11.4.2 We shall not be responsible for the security of your recovery phrases, seed phrases, authorization keys or passwords of a similar nature (“Wallet Key”), nor shall be we responsible for any inaccessible cryptographic tokens as a result of any Wallet Keys. We shall not be liable for any losses or damages you may suffer if you are unable to recover your wallet for whatever reason. Further, we cannot and shall not be responsible for any activities you carry out in relation to your cryptographic digital assets and any risk of loss at all times.


      11.4.3 You agree that your wallet will be used by you only and that custodial details of the wallet shall not be shared with or transferred to others. Where you have backed up your Wallet Key on any cloud storage platform (eg. iCloud / Google), and/or you encounter the circumstances set out in sub-paragraphs (a) to (c) below, you agree that we are not, at any point, taking possession, custody or control over your Wallet Key, and that you remain fully responsible for your Wallet Key. Further, you agree that we do not create nor possess any back-up of your seed phrase and will not be able to assist you to recover your account without your seed phrase.

      1. Where a cloud storage platform is used, we strongly recommend that you go through settings, write down your seed phrase and store it in a secure location.
      2. In case you lose or change your device, you will be prompted to import your wallet using either your seed phrase or from iCloud/Google.
      3. In case you use two different devices with the same iCloud account, your last backup will override any previous data and you will have to use your seed phrase for the previous account(s) to restore the wallet.

      11.4.4 You are solely responsible for any activity on the Platform arising out of any failure to keep your Wallet Key confidential and you may be held liable for any losses arising out of such a failure. In no event shall we have any obligation or liability to you to the extent that any loss or damages suffered by you are caused by your failure to keep your Wallet Key confidential.


    11.5 Reward NFTs

    • 11.5.1 You may receive Reward NFTs upon Paying Deposit and/or Paying Balance for an UPPNFT.


      11.5.2 The number, value and entitlement to the Reward NFTs shall be decided in the Seller’s sole and absolute discretion. Therefore, we cannot and shall not be liable to you for any losses, damages or expenses howsoever caused by or arising out of such Reward NFTs to the extent that such losses, damages or expenses are caused, whether directly or indirectly, by the relevant Seller.


      11.5.3 Reward NFTs will be in the form of non-fungible tokens and therefore, you must have a digital wallet to receive them and to use them. Where you do not have a digital wallet, you shall not be entitled to receive nor use any Reward NFTs.


      11.5.4 Unless otherwise specified by the Seller, Reward NFTs:

      1. represent store credits which may be redeemed when further purchases (whether Pay Deposit or Pay Balance of an UPPNFT and its content) are made from the same Seller on the Platform;
      2. may be traded on the secondary market;
      3. are not refundable and cannot be replaced if lost, damaged or expired; and
      4. are awarded and may only be used subject to terms and conditions of the relevant Seller.

      11.5.5 Where you have Reward NFTs that are available for use, the option to utilise the Reward NFTs shall be made available to you on the Platform when you are at the point of making the requisite payment to the relevant Seller.


  12. Entering into Sale Contracts or other arrangements with users

    12.1 You acknowledge and agree that:

    • 12.1.1 we are not responsible for the accuracy, quality, safety or legality of any user's acts, omissions;


      12.1.2 we are not responsible for ensuring that users co-operate with you or comply with the terms of the Sale Contract;


      12.1.3 any Sale Contract or arrangement with any user (or anyone on whose behalf that user is acting) as a result of use of the Platform is entirely at your own risk;


      12.1.4 we shall in no circumstances have any liability whatsoever in respect of any such Sale Contract or arrangement or any user's failure to comply with such Sale Contract or arrangement;


      12.1.5 we shall in no circumstances have any liability for any act or omission of any third party (including any user); and


      12.1.6 to the extent permissible by the applicable law, we will not be responsible for any liability, loss, damage, injury, cost, expense, fine, demand, claim or proceeding incurred by any person (including for death, personal injury, damage to property or pure financial loss) arising out of or in relation to any such Sale Contract or arrangement (including failure to provide or delay in providing or receiving any services or products, or errors in any information provided to us or to you by that other person).


    12.2 You acknowledge that any tips and suggestions that we may provide through the Platform are for convenience only, and any such tips are not exhaustive and may not apply in certain circumstances. Irrespective of any tips or suggestions we may provide through the Platform, it is entirely your responsibility to take your own precautions and carry out your own prior investigations including when dealing with users.


    12.3 You agree that the sole responsibility for the information relating to a user shall rest with that user and that ultimately if you enter into a Sale Contract or arrangement, the responsibility for doing so is yours alone.


    12.4 You agree to comply fully with any Sale Contract or arrangement you make with any user for the sale of your UPPNFT and its Content, including being available and providing your Content at the times and to the levels promised by you.


    12.5 You shall provide your UPPNFTS and its Content to a very high standard and shall not give any user any cause to write a negative review about you or your Content, whether due to the quality or timeliness of your Content or otherwise.


  13. Smart contracts

    13.1 The Platform is built using smart contracts. Therefore all the UppNFTs issued, sold, traded will be issued on the Blockchain and will be based on the Blockchain’s performance.


    13.2 We do not accept any responsibility or liability for any errors, outages or problems with the Blockchain.


    13.3 You acknowledge and accept the risks of dealing with smart contracts.


  14. Digital Currency used
  15. 14.1 The Platform allows the issuing, trading, buying, selling of UppNFTs in cryptocurrencies.


    14.2 We do not accept any responsibility or liability for any errors, outages or problems with any cryptocurrencies.


  16. Gas Fees

    15.1 You understand and agree that you may be required to pay a ‘Gas Fee’ for carrying out a transaction on the Blockchain. Where applicable, you agree to pay these gas fees as may be determined by the Blockchain from time to time.


    15.2 We are not responsible or liable if a transaction fails as a result of you not having enough cryptocurrency available in your digital wallet required for the relevant transaction.


  17. 16. Our fees and payment

    16.1 Unless otherwise expressly specified by us, you acknowledge and agree that the following fees shall be payable to us in relation to the sale of UppNFTs:


    • 10% of the total price of the UPPNFT (including any applicable tax) when it is sold in a primary sale (ie. from the Seller to a buyer), including any fees payable to the Seller for customisations and additional features provided by the Seller; and
    • 2.5% transaction fee on any transaction other than a primary sale, on the total amount of transfer (including any applicable tax). This includes the sale of an UppNFT on the secondary market and any fees payable to the Seller for customisations and additional features provided by the Seller.

    16.2 You agree to the automated collection of such transfer fees and disbursement of the same to us.


    16.3 Unless otherwise explicitly stated, all sums payable under these Terms are exclusive of value added tax or other applicable goods and sales tax, which shall be added (if applicable) to the sum in question and payable at the same time as the sum in question.


    16.4 If you fail to make any payment due to us under these Terms in cleared funds by the due date for payment, then, without limiting our other rights or remedies (whether under these Terms or at law), we may do either or both of the following:

    • 16.4.1 charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and shall be compounded monthly. You shall pay the interest together with the overdue amount; and


      16.4.2 give you notice with immediate effect that we are suspending your access to the Platform, until we have received the outstanding sums in full.


    16.5 We reserve the right to change the applicable fees for our Services or for access to the Platform at any time. We shall use commercially reasonable efforts to provide you with prior notice of any change, but such changes shall not require your consent.


    16.6 For the avoidance of doubt, the calculation of our fees shall not be affected by the redemption or use of Reward NFTs by the relevant Buyer(s).


  18. Your obligations

    17.1 You must promptly comply with all reasonable and lawful instructions given by us in how you use and interact with the Platform.


    17.2 You are responsible for understanding and complying with all applicable laws, rules and regulations and terms of any contract that you enter into with users and third parties via the use of the Platform or that apply to your UPPNFT, including in particular, that all Sellers shall comply with any requirements arising under applicable consumer laws in connection with the provision of their Content (including but not limited to any consumer rights to cancel the Sale Contract and receive a refund of the sums paid for such Content). You hereby acknowledge and agree that the Platform is not able to facilitate the cancellation and refund of sums paid by users and any such cancellation or refund must be arranged between the Seller and the holder of the UppNFT or primary buyer of the Content under the Sale Contract.


    17.3 You shall have no authority, and shall not hold yourself out, or permit any person to hold themselves out, as binding us, or otherwise create the impression that any person is authorised to bind us in any way, and you shall not do any act which might reasonably create the impression that you or they are so authorised.


    17.4 You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of us, including for the provision of your Content.


  19. General rules of use

    18.1 You agree to use the Platform and draft all Sale Contracts in accordance and in line with these Terms and all other rules provided to you or posted on the Platform as applicable to all users, as updated by us from time to time.


    18.2 You shall not interfere with any other user who is offering to provide their Content through the Platform.


    18.3 You agree to only use users' information that users provide to you strictly in compliance with any applicable data protection legislation or regulation. You shall also provide any user with a privacy policy and any other documents required by applicable data protection legislation to describe how you use their data.


    18.4 You shall ensure that all Content and other materials provided by or on behalf of you to us, the Platform and/or other users (whether through the Platform or not) is true, complete and accurate.


    18.5 You agree to comply at all times with any instructions for use of the Platform in these Terms or which we display on the Platform or otherwise communicate to you from time to time.


    18.6 The following uses of the Platform are expressly prohibited and you warrant and undertake not to do (or to permit or encourage or entice or induce anyone else to do), directly or indirectly, any of the following:

    • 18.6.1 Upload, list, send or receive any Content, material or message (including to a user) which is grossly offensive, harassing, threatening, malicious, abusive, of an indecent, obscene, pornographic or menacing character, vulgar, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, or which may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy or any third party rights of any nature or which may be objectionable on the grounds of public interest, public morality, public order, public security or which offends good taste or decency;


      18.6.2 send or post any inaccurate or incomplete or misleading data or material (including sending any feedback about another user) which is not fair or accurate;


      18.6.3 use the Platform for a purpose other than which we have designed it to be used;


      18.6.4 use the Platform in any way which breaches any applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits or authorisations, including any local laws to which you may be subject;


      18.6.5 use the Platform for any fraudulent, criminal or unlawful purpose or for inciting, encouraging or enticing any fraudulent, criminal or unlawful purpose;


      18.6.6 impersonate any other person or body or misrepresent a relationship (or a lack of a relationship or a different relationship) with any person including a user;


      18.6.7 do any act or omission that may undermine any ratings and feedback system or use them in any way that is not related to the Platform;


      18.6.8 act in a racist, sexist or discriminatory way;


      18.6.9 do anything in any way which may incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity;


      18.6.10 do anything in a way that we consider may be contrary to our interests (including to make defamatory or disparaging statements or communications about us, our employees and directors);


      18.6.11 resell or attempt to resell any or all of the Platform;


      18.6.12 furnish false information about you or your product or services;


      18.6.13 attempt to circumvent our security or network including accessing data not intended for you, log onto a server or account you are not expressly authorised to access, or probe the security of other networks (such as running a port scan);


      18.6.14 use, deliver or transmit any viruses, trojan horses, trap doors, or anything else intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;


      18.6.15 access the Platform in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;


      18.6.16 interfere or attempt to interfere with the proper working of the Platform;


      18.6.17 use the Platform for any advertising except as expressly envisioned by this agreement or with our prior consent;


      18.6.18 execute any form of network monitoring which will intercept data not intended for you;


      18.6.19 harvest or otherwise collect any information or data about users without their express consent or do anything that would otherwise put you or us in violation of applicable data protection legislation;


      18.6.20 send unsolicited mail messages, including the sending of"junk mail" or other advertising material to individuals who did not specifically request such material. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, you may not send that person any further e-mail;


      18.6.21 harass or abuse or stalk any person;


      18.6.22 enter into fraudulent agreements or arrangements with other users (which shall include pretending to be a third party, or to have no relationship with another user when one exists); or


      18.6.23 incite or enable others to do any of the above.


    18.7 We hereby grant to you a revocable and non-exclusive right to provide a link from your website, social media account or any other social media platform to the home page of the Platform, provided that you do so in a fair and legal way without damaging our reputation or taking advantage of it. In particular:

    • 18.7.1 you shall not make any warranties or representations about us, our Services, our data, our software or our policies except with our prior express authorisation;


      18.7.2 you shall not say anything that is false, misleading, derogatory or offensive about us, the Platform or our Services, our data, our software or our policies; and


      18.7.3 you shall not suggest expressly or implicitly that we have endorsed or approved you, your products or services or your website or are associated with it without our prior express authorisation.


  20. Our obligations and responsibilities to you

    19.1 We assume no responsibility for the content or services of any other websites or services to or from which the Platform has links. Any such links are provided "as is" with no warranty, express or implied, for the information provided within those sites.


    19.2 When we provide information about other users, we are dependent on the data provided by them or third parties. We do not warrant and we exclude all liability in respect of the accuracy, completeness, currency, fitness for purpose or legality of any information accessed using the Platform or otherwise communicated to you relating to another user or their location.


    19.3 We shall use our reasonable endeavours to correct any errors or omissions in the Platform as soon as practicable after being notified of them. However, we do not guarantee that the Platform will be free of faults and we do not accept liability for any errors, omissions or faults. In the event of a fault in the Platform you should report it by email immediately to: [email protected].


    19.4 When you access or use our Platform, you are responsible for:

    • 19.4.1 ensuring that you are acting in compliance with the applicable laws and regulations; and


      19.4.2 any consequences which may arise if you are not acting in compliance with such applicable laws and regulations.


    19.5 We do not warrant that your use of the Platform will be uninterrupted or error free, nor do we give any warranty that the Platform is free from viruses or anything else which may have a harmful effect on any technology.


    19.6 Although we will try to allow uninterrupted access and minimise any downtime to the Platform generally for all users, access to the Platform may be suspended or restricted at any time for any reason (including for necessary maintenance or introduction of new functionality or content). Your access to the Platform may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. There is a helpdesk for you to report technical issues by emailing [email protected].


    19.7 Our Services do not include the provision of a computer or other necessary equipment or hardware to access the Platform. To use the Platform, you will need to have your own internet connectivity and appropriate telecommunication links. We shall not have any liability for any internet, telephone or other costs that you may incur.


    19.8 We do not warrant that the Platform will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, we shall not have any liability for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Platform or your obtaining any material from, or as a result of using, the Platform. We shall also not have any liability for the actions of third parties in breaching any security measures.


  21. Feedback

    20.1 To maintain the quality of users on the Platform, we are reliant on feedback from users. Only registered users are permitted to post reviews on the Platform about you or your Content, but we make no warranty that no one has acted in breach of this. If you feel a review is inaccurate, unfair or dishonest, including if it was not from someone who was a user, then you may contact us to notify us. In order that we may take further action, which could include removing the review in question, we may require you to provide further background information about the Content or the user's experience. If we decide to remove a user's review, we may take additional action in relation to that user including by referring them to our disciplinary procedures which may include excluding that User from the Platform.


    20.2 We shall be under no obligation to monitor or pre-screen any feedback made or submitted by any person, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any such feedback (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach these Terms or may not be accurate, fair or honest or give rise to a breach of these Terms or us having any liability for us or any third party.


    20.3 The views and comments of any user are those of the relevant author and do not reflect the views of us. We shall not be responsible for any feedback submitted or supplied by any user,


    20.4 We may contact users to request feedback on those users' experiences with you. This information may be shared on the Platform and with you, other users or other third parties for the purpose of improving the Platform and improving future users' experiences. The information may also be used for the purposes of addressing any complaints.


  22. Uploading Content to the Platform

    21.1 Whenever you upload Content to our Platform, or to make contact with other users of our Platform, you must comply with the Content standards set out in these Terms and specifically at Clause 18.6. You warrant that any such contribution will comply with those standards, and you will be responsible for and indemnify us for any loss or damage we suffer as a result of your breach of this warranty.


    21.2 Grant of license to us. As between you and us, you shall retain ownership of any Content or other materials you submit to us or upload to the Platform. Any Content you upload to the Platform will be considered non-confidential and non-proprietary. When you provide, submit or transmit your Content to us for the purpose of it being used on the Platform, via the Services, for the listing of your Content or the issuance of a corresponding UppNFT or otherwise, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, transferable right and license to use, host, store, cache, reproduce, publish, display, distribute, transmit, modify, adapt, and create derivative works of your Content, without any further consent, notice and/or compensation to you or others, unless otherwise agreed, subject to the relevant legislations and the Privacy Policy.


    21.3 Grant of licence to other users. Where applicable and unless otherwise agreed between parties, you hereby grant the UppNFT holder a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to use and display the Content underlying the relevant UppNFT (legally owned and properly obtained by the UppNFT holder) for non-commercial purposes and for other purposes envisioned in these Terms.


    21.4 We also have the right to disclose your identity to any third party who is claiming that any Content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights, or of their right to privacy.


    21.5 You hereby warrant that you have sufficient rights or licence in order to be able to send any such Content and materials to us, the Platform or to any user, and for us, the Platform and other users to use such Content and materials in any ways intended to be used for the purpose of performing the Services and complying with any duties described in these Terms, and YOU AGREE TO INDEMNIFY, DEFEND, HOLD HARMLESS AND UNDERTAKE TO KEEP US INDEMNIFIED AGAINST ANY LOSSES, DAMAGES, COSTS LIABILITIES AND EXPENSES INCURRED OR SUFFERED BY US ARISING OUT OF THE CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH THE PLATFORM.


    21.6 We shall be under no obligation to monitor or pre-screen any Content or materials made or submitted by any person, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any Content or materials that you transmit, post or send to us, the Platform (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach these Terms or may give rise to any liability for us or any third party.


    21.7 All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Services or the Platform (each being “Ideas”) shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.


    21.8 You must not sell or supply via the Platform:

    • 21.8.1 fake or counterfeit products or services;


      21.8.2 guns;


      21.8.3 drugs;


      21.8.4 alcohol other than as may be permitted in the relevant jurisdiction and provided such buyer is old enough to purchase alcohol in the jurisdiction in which the alcohol is being sold; and


      21.8.5 any products or services that would be illegal to sell or supply in the relevant jurisdiction, or would be against public interest, public order, national harmony, or which offends good taste and decency.


    21.9 You are responsible for ensuring you comply with all applicable laws in relation to the sale your Content in any jurisdiction.


  23. Our rights in the Platform

    22.1 All intellectual property rights of any nature anywhere in the world (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the"look and feel" and other visual or non-literal elements), whether registered or unregistered) in the Platform (including all software compilations, underlying source code and software) and the information, content and material on or accessible from the Platform itself or any part of it shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights not expressly granted by us are reserved.


    22.2 You may not reproduce or redistribute any part of the Platform or any materials on the Platform without our prior written permission. You may, however, retrieve and display the content of the Platform on a computer screen for your own personal, non-commercial use.


    22.3 All rights (including goodwill) in our brands, trade marks, names and logos are owned by us (or our licensors). Other product and company names mentioned on the Platform belong to their respective owners.


  24. Compliance

    23.1 Each party shall at its own expense comply with all applicable laws, regulations, byelaws, and codes of practice relating to its activities under these Terms, as they may change from time to time, and with any licences, registrations, permits and approvals applicable to it.


  25. Data protection

    24.1 We shall process personal data you submit to us in accordance with these Terms as necessary to comply with our rights and obligations under these Terms and in accordance with our Privacy Policy which can be found here.


  26. Disclaimers

    25.1 Unless expressly provided for in writing by us, the Platform and the Services are provided by us on an ‘as is’ and ‘as available’ basis without warranties or conditions of any kind, either express or implied. Your reliance on any information provided to you via the Platform is entirely at your own risk and we reserve the right to remove any content (including Content listings and/or links to third party content) from the Platform at any time, for any reason, without notice. You acknowledge and agree that we shall not be liable for any damages arising from such removal.


    25.2 Cryptographic digital assets (including non-fungible tokens and cryptocurrencies) are recorded and maintained on a decentralized blockchain platform. You acknowledge and agree that we do not guarantee that we can/will transfer the ownership of the relevant cryptographic digital asset to you or any other party (as the case may be).


    25.3 Access to the Platform


    • 25.3.1 We will endeavour to the best of our abilities, within commercially reasonable means, to ensure that the Platform is available at all times.


      25.3.2 Notwithstanding the foregoing, we:

      1. do not warrant that your use of the Platform will be uninterrupted, error-free or bug-free or that the Platform will meet your requirements;
      2. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet;
      3. shall not be responsible for non-performance of the Platform caused by any use that is contrary to our Terms, instructions, or modification or alteration by any party other than us or our representatives, and will only provide support to correct such non-performance at our sole discretion; and
      4. shall not be responsible for any loss or damage arising from your failure to keep your passwords or other applicable seed phrases or keys secure and confidential.

      25.3.3 You acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such facilities.


  27. Indemnity

    26.1 You shall indemnify us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:

    • 26.1.1 any claims or legal proceedings arising from your use or misuse of the Platform or use or misuse of the Platform through your password, which are brought or threatened against us by any person; or


      26.1.2 any breach of these Terms by you; or


      26.1.3 any breach of your Sale Contract with any user, and any liability owed by you to any user including under any Sale Contract of your Content; except to the extent caused by our breach of these Terms or our negligence.


  28. Our responsibility for loss or damage suffered by you

    27.1 Whether you are a consumer or a business user we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.


    27.2 If you are a business user:

    • 27.2.1 We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any content on it.


      27.2.2 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

      1. use of, or inability to use, our Platform; or
      2. use of or reliance on any content displayed on our Platform.


      27.2.3 In particular, we will not be liable for:

      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss of business opportunity, goodwill or reputation; or
      5. any indirect or consequential loss or damage.


    27.3 If you are a consumer user we only provide our Platform for domestic and private use. You agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.


  29. Changes to the Platform

    28.1 We reserve the right to change, modify, substitute or remove any information or service on the Platform or forming part of the Services that we provides to you from time to time.


  30. Suspension

    29.1 We reserve the right to restrict or suspend your use of the Platform for any reason, in our sole discretion. Without limiting the generality of the foregoing, we may also suspend or restrict your access to and the availability of all or any part of the Platform for the following reasons:

    • 29.1.1 for business or operational reasons;


      29.1.2 if you breach any of your obligations set out in these Terms;


      29.1.3 you do any act or omission intended to circumnavigate or undermine the Platform;


      29.1.4 you do any act or omission which we in our absolute discretion consider to be improper behaviour or discriminatory towards any user or us, which for the avoidance of doubt shall means infringement of these Terms; or


      29.1.5 you make an attempt to offer any services or products via the Platform which are deemed by us to be inappropriate taking into account the nature and purpose of the Platform.


  31. Entire agreement

    30.1 Except as expressly mentioned, these Terms constitute the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.


    30.2 You acknowledge that in entering into these Terms you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out or referred to in these Terms.


    30.3 You agree that you shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.


    30.4 Nothing in this Clause shall limit or exclude any liability for fraud.


  32. Transfer of these Terms to someone else

    31.1 These Terms are personal to you and you may not transfer any of your rights and obligations under these Terms.


    31.2 We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights.


  33. No automatic waiver

    32.1 No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.


    32.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.


  34. Severance

    33.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this agreement.


    33.2 If one party gives notice to the other of the possibility that any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.


  35. Export Control Laws

    34.1 The Services and associated information, materials and technical data provided by the Platform are subject to U.S. export control laws and regulations, and may be subject to export or import laws and regulations in other countries.


    34.2 You agree that you shall comply with all applicable export control laws and regulations in using the Services and the Platform and will not export or re-export, directly or indirectly, the Service, any information, materials or technical data provided by the Platform or any Content to any country for which the United States or any other relevant jurisdiction requires any export license or approval. Without limiting the foregoing, the Service, any information, materials or technical data provided by the Platform and any Content must not be exported or re-exported to any user if they are: (i) located in a country that is subject to a U.S. government embargo or has been designated by the U.S, government as a "terrorist supporting" country; (ii) listed on any U.S. government list of prohibited or restricted parties; or (iii) otherwise in violation of any U.S. export law or regulation.


    34.3 By using the Services and accessing the Platform, you represent and warrant that you are not located in any such country or on any such list including the U.S. Department of Treasury, Office of Foreign Asset Controls list of Specially Designated Nationals and Blocked Persons or on any other U.S. Government lists of denied or sanctioned parties.


  36. Governing law and jurisdiction

    35.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


    35.2 You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).


GENERAL SELLER TERMS


  1. Introduction

    1.1 These terms (“Terms”, “Contract”) form a contract between the Buyer and the seller (“us”, “we” or “our”).


    1.2 By purchasing UPPNFT and its redeemable Content from us or by clicking “Pay Deposit”, “Agree”, “Buy”, “Purchase” or words of similar effect, you agree to enter into these legally binding terms with us and accept and be bound by the terms and conditions set out in these Terms. Please read these Terms carefully and in its entirety.


    1.3 Order of priority. If any provision contained in these Terms conflict with the terms and conditions of the Uppfirst Platform, and the further terms and conditions uploaded by the seller in relation to the Content (“Seller Further Terms”), the following order of priority shall be utilized: (1) Uppfirst Platform terms and conditions, (2) Clause 3.8 of this Contract, (3) Seller Further Terms, (4) this Contract, other than Clause 3.8.


  2. Definitions

    2.1 In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

    Buyer” means the user that buys the UPPNFT and who may become the holder of the UppNFT (where the buyer elects to do so). Buyer may refer to the Primary Buyer or Secondary Buyer as the context may require

    Cancellation Date” means the date by which the seller can unilaterally cancel the Buyer’s order to purchase Content. Where the seller cancels an order, the seller shall refund any amounts paid to the seller by the Buyer prior to the Cancellation Date in relation to the Content.

    Pay Balance” to Redeem Content of UPPNFT means to elect for the seller to transfer the ownership of the redeemable Content of UPPNFT to the Buyer, whether by choosing to go down to the seller’s premises to collect the Content, or opting for the delivery of the Content to an address designated by the Buyer.

    Ready for shipping” means the date that the seller indicates that the Content can be Redeemed (Pay Balance) by the Buyer. Prior to the Ready for shipping Date, the Buyer is not allowed to Redeem the Content.

    Content” shall refer to the seller’s content in the UPPNFT

    Customer Service Team” shall mean the customer service team of the seller, which can be contacted via the details provided by the seller on the Uppfirst Platform, its own website, or otherwise.

    Seller Fee” means the portion of the UppNFT Secondary Sale Price that is automatically payable to the seller each time its UppNFT is sold from Buyer to Secondary Buyer as set out in Clause 3.8.1.

    Effective Date” shall mean the date that the Buyer enters into this Contract.

    Expiry Date” shall mean the date by which the Buyer should Pay Balance of the UPPNFT Content.

    Intellectual Property Rights” includes all the worldwide rights, titles and interests including but not limited to copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in software, database rights, rights in confidential information (including know-how), patents, rights to inventions, trade secrets, and all other intellectual property and similar rights which subsist or will subsist now or in the future in any part of the world.

    Parties” refer to the parties of this Contract.

    Primary Buyer” means the first user to Pay Deposit or otherwise purchase the UPPNFT and its redeemable Content directly from the seller.

    Primary Sale Date” means the date that the UPPNFT and its Content was first Paid Deposit by the Primary Buyer.

    Pay Deposit” means to click to purchase the UPPNFT from the seller in accordance with these terms.

    Reward NFT” means non-fungible tokens receivable by the Buyer of the Content (whether Primary or Secondary Buyer, as the case may be) when UPPNFT is PAID DEPOSIT and/or PAID BALANCE from the seller.

    Secondary Buyer” means subsequent users to purchase the UppNFT (corresponding to the relevant Content) directly from the Primary Buyer, or other Secondary Buyers.

    Total Price” shall mean the total price of the UPPNFT payable from the Buyer to the seller.

    Uppfirst Platform” means the Uppfirst platform accessible at <uppfirst.com> at the time of writing.

    UppNFT” refers to the relevant redeemable non-fungible token corresponding to the Content that the Buyer may choose to mint. Once minted, the UppNFT can be sold from Buyer to Buyer.

    UppNFT Secondary Sale Price” shall mean the price that the Buyer sells the UppNFT to a Secondary Buyer for.


    2.2 The redeemable Content, Cancellation Date, Ready for Shipping Date, Expiry Date, Total Price, Seller Fee, and other Content-specific information shall be as set out in the Content listing on the Uppfirst Platform or otherwise made known to the Buyer on or around the point of purchase


  3. 3. Purchase details

    3.1 The seller and the Buyer acknowledge and agree that the UPPNFT shall be listed for sale via the Uppfirst Platform and therefore agree to abide by the terms and conditions of the Uppfirst Platform as published on the Uppfirst Platform from time to time.


    3.2 The seller shall notify the Buyer of the main purchase details corresponding with the (and UppNFT) at the time of or immediately before the Buyer’s purchase of the UPPNFT.


    3.3 The Buyer shall purchase the UPNFT and the right to Redeem the Content for the Total Price in accordance with the terms set out below.


    3.4 In accordance with the payment schedule set out on the UPPNFT listing, or otherwise made known to the Buyer on or around the point of purchase, the Buyer shall pay the Total Price, or a portion of the Total Price in instalments, at the appropriate juncture (upon Paying Deposit of the UPPNFT and/or when they Pay Balance to Redeem the UPPNFT, as the case may be).


    3.5 The Buyer shall have the right to Pay Balance of the UPPNFT after the Ready for Shipping Date has passed, and on or before the Expiry Date.


    3.6 After the Expiry Date has passed, the Buyer’s right to Pay Balance and redeem the UPPNFT Content shall lapse, and the seller shall not be obliged to transfer ownership of the Content of UPPNFT to the Buyer (whether via delivery or by allowing the Buyer to collect the Content), nor refund any payment of the Total Price already paid to the seller.


    3.7 From the Primary Sale Date to the Cancellation Date, the seller shall have the unilateral right to cancel the buyer’s purchase of the Content, and this shall not be considered a breach of contract, nor shall the seller be liable in damages for non-performance of contractual obligations. Where the seller cancels the purchase, the seller shall refund any amounts paid by the Buyer to the seller for the Content before the Cancellation Date.


    3.8 Secondary Sale

    • 3.8.1 If the UppNFT is sold from the Buyer to a Secondary Buyer:

      1. a “Seller Fee”, being a specified percentage of the UppNFT Secondary Sale Price (as shown on the Content listing or otherwise made known to the Buyer) shall be automatically payable to the seller, or any digital wallet of the entity that the seller indicates from time to time; and
      2. a “Transaction Fee”, being a percentage of the UppNFT Secondary Sale Price (as shown from time to time on the terms and conditions of the Uppfirst Platform), shall be automatically payable to Uppfirst SG Pte. Ltd..


      3.8.2 The Buyer acknowledges and agrees to the automatic disbursement of such Seller Fees to the seller or indicated recipient, and the Transaction Fees to Uppfirst SG Pte. Ltd. by way of the operation of a smart contract or otherwise.


      3.8.3 Where the Buyer sells its UppNFT to a Secondary Buyer, as of the effective date of such sale:

      1. the Buyer transfers all its rights and obligations under this Contract and the Seller Further Terms (if any) to the Secondary Buyer;
      2. the Secondary Buyer shall become a Party to this Contract and the Seller Further Terms (if any) as if it were the previous Buyer, and the seller agrees to perform the Contract and be bound by these terms in every way as if the Secondary Buyer was the original Party to this Contract in place of the Buyer; and
      3. the seller and previous Buyer shall release and discharge each other from all future obligations to the other under the Contract and the Seller Further Terms (if any).

    3.9 Reward NFTs

    • 3.9.1 The Buyer may receive Reward NFTs upon Paying Deposit for an UPPNFT from the seller and/or Pay Balance. For the avoidance of doubt, the number, value and entitlement to the Reward NFTs shall be decided in the seller’s sole and absolute discretion.


      3.9.2 Reward NFTs will be in the form of non-fungible tokens and therefore, the Buyer must have a digital wallet to receive them and to use them. Where the Buyer does not have a digital wallet, such Buyer shall not be entitled to receive nor use any Reward NFTs.


      3.9.3 The use of Reward NFTs on the Platform shall, at all times, be subject to the terms and conditions of the Uppfirst Platform.


      3.9.4 Unless otherwise specified by us, Reward NFTs:

      1. represent store credits which may be redeemed when making further purchases from us on the Uppfirst Platform;
      2. may be traded on the secondary market;
      3. are not refundable and cannot be replaced if lost, damaged or expired;
      4. may only be used subject to any terms and conditions set out by us herein or otherwise in writing;
      5. may be utilised by choosing the option to use such Reward NFTs at the point of making the requisite payment to the us; and
      6. shall expire in accordance with the period set out in the Content listing (if any).

      3.9.5 The relevant Buyer shall earn Reward NFTs from the purchase of the Content in the manner set out in the Content listing or otherwise made known to the Buyer. For the avoidance of doubt, where the Total Price is payable in instalments, the Buyer who pays the relevant instalment shall be eligible to receive the corresponding number of Reward NFTs.


    3.10 Shipping

    • 3.10.1 Should the Buyer choose to have the Content shipped to a designated address, the seller shall inform the Buyer of the applicable shipping restrictions, fees and terms.

      3.10.2 Unless expressly agreed between Parties, the seller shall select the method of shipment of, and the carrier for, the Content to the delivery location designated by the Buyer.

      3.10.3 The title to the Redeemed Content (UPPNFT balance is paid) shall pass to the Buyer upon shipment of the Content (redeemed UPPNFT)

      3.10.4 Seller shall properly pack, mark, and ship the Content of the UPPNFT and provide Buyer with shipment documentation where available.


    3.11 Customisation

    • 3.11.1 Where the seller indicates in writing, the Buyer may be given the opportunity to customise the UPPNFT. The seller shall indicate to the Buyer the details of the available customisation options, the time period during which the Buyer can elect to customise the UPPNFT Content, the applicable price payable for the customisation and such other related customisation details.


    3.12 Defective Content

    • 3.12.1 If the Buyer discovers that there is something wrong with the delivered Content of an UPPNFT, they must either bring it into one of the seller’s stores or contact the seller’s Customer Service Team.

      3.12.2 The seller shall honour its legal duty to provide the Buyer with UPPNFT Content that is as described to the Buyer on the Uppfirst Platform and shall meet all the requirements imposed by the applicable law.

      3.12.3 The seller may offer a refund for the Content in accordance with its returns and refunds policy.


  4. Intellectual Property

    4.1 Buyer acknowledges and agrees that any and all seller’s Intellectual Property Rights are the sole and exclusive property of seller or its licensors; and that Buyer shall not acquire any ownership interest in any of seller’s Intellectual Property Rights under this Contract.


    4.2 The Buyer that has Paid Deposit for the UPPNFT, or, where an UppNFT has been minted, the holder of the UppNFT, shall be granted a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to use the copy of the Content underlying the relevant UppNFT for non-commercial purposes and for any other purposes envisioned in these Terms. Where an UppNFT has been minted, the Buyer shall only be granted the aforementioned rights for the period of time that it is the holder of the UppNFT only.


  5. Seller warranties

    5.1 Except as provided in this Contract, as expressly stated in writing by the seller, and other than warranties imposed by the applicable law (including but not limited to warranties of title, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement), the Content is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied.


  6. Indemnities and Liabilities

    6.1 Nothing in this Contract excludes or limits the seller’s liability for death or personal injury arising from the seller’s negligence, or the seller’s fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.


    6.2 To the extent permissible by law, neither Party shall be liable for any indirect, special, consequential, punitive, or incidental damages, damages for loss of use, profits, data or other intangibles.


    6.3 Each Party hereby indemnifies and holds the other Party harmless from any claims, losses, and damages arising out of (i) its breach of its obligations under this Contract; or (ii) its violation of the rights of any third party person or entity.


  7. Term

    7.1 The initial term of this Contract commences on the Effective Date and continues until the date that the UPPNFT Content is Redeemed by Paying Balance, or Expiry Date of the UPPNFT Content (and UppNFT, where relevant), whichever earlier (“Term”) provided that it is not earlier terminated in accordance with these terms.


    7.2 Buyer’s right to terminate the Contract


    • 7.2.1 If the seller’s supply of the UPPNFT and its redeemable Content is delayed by an event outside of its control, the seller will contact the Buyer as soon as possible to let the Buyer know and shall do what it can to reduce the delay. As long as the seller does this, the seller will not compensate the Buyer for the delay.

      7.2.2 If the delay is likely to be substantial, the Buyer can contact the seller’s Customer Service Team to end this Contract and receive a refund for the UPPNFT and its redeemable Content that has been paid for, but not received, in accordance with the seller’s returns and refunds policy.


    7.3 Seller’s right to terminate the Contract


    • 7.3.1 Seller may terminate this Agreement upon written notice to Buyer:

      1. if Buyer fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer’s receipt of written notice of non-payment; or
      2. if Buyer breaches any material provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within thirty (30) days after Buyer’s receipt of written notice of such breach.

    7.4 Effect of Termination.


    • 7.4.1 Expiration or termination of the Term will not affect any rights, obligations or liabilities of the Parties that have accrued up to the date of termination or expiration, or which survive the expiration or earlier termination of this Agreement in accordance with these Terms.


      7.4.2 Any notice of termination under this Agreement automatically operates as a cancellation of any deliveries of UPPNFT Content to the Buyer that are scheduled to be made subsequent to the effective date of termination.


  8. Taxes

    8.1 Buyer agrees to pay all goods and services taxes, sales, use, transaction, excise, VAT or similar taxes and any national, provincial, state, local, or other governmental fees or charges (“Taxes”) that may become due in connection with Buyer’s purchase of the UppNFT and/or UPPNFT redeemable Content, except for taxes on seller’s income, assets, or net worth.


  9. Severability

    9.1 If any clause in these Terms is declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clauses, all of which shall remain in full force and effect, so long as these Terms are capable of continuing in effect without the unenforceable term.


  10. Governing law and dispute resolution

    10.1 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


    10.2 The Buyer irrevocably agrees all disputes arising out of or in connection with the present Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by 1 arbitrator appointed in accordance with the said Rules.

Appendix 1 - EU/UK-Specific Provisions For individuals residing in the EU or UK, the following EU/UK-Specific Provisions are relevant.

UPPNFT and its content description

The Seller agrees to endeavour to ensure that the listings, descriptions, and visuals of Products, as well as associated references and links to Products and any promotional offers or discounts for Products accessible via the UPPFIRST Services are complete, accurate, and up-to-date. However, despite the SELLERS best efforts, these may occasionally be inaccurate, incomplete, or outdated.
Product Representations and availability (including any promotional offers or discounts) may change without notice at any time. The Seller agree to make reasonable attempts to accurately display the attributes of their Products, including their colors, but the actual colors you see depend on your device, and we cannot guarantee accurate color representation.

Section 7: Terms of Sale for UPPNFTs:

(l) Your right of withdrawal. Under applicable law in the EEA/UK, consumers may have the right to withdraw from the purchase of certain goods and services (including digital services, software, and other digital content) within a specified period of time, usually 14 days.
However, the right of withdrawal is subject to certain exceptions under applicable law. One such exception is that the right of withdrawal does not apply to contracts relating to the supply of digital content, where that digital content is not supplied on a tangible medium (as is the case with the UPPNFTs supplied by SELLERS through the UPPFIRST Platform). This exception applies where performance of the contract for the supply of digital goods has already begun and the consumer has consented to the contract beginning straight away.
As such, when you initiate a purchase of an UPPNFT (Pay Deposit) through the UPPFIRST Platform, you agree to the following terms:

  1. you agree that transfer of the right to the NFT associated with the UPPNFT represents the immediate performance of the contract; and
  2. you acknowledge that you therefore lose the right of withdrawal.
The right of withdrawal does not apply to any UPPNFTS you have purchased or received for free (in the case of Rewards for example) to you. This is because we consider the performance of the contract to be immediate upon transfer of the right to mint an NFT associated with the UPPNFT.

(m) Other Terms:

  1. We will not file a copy of the contract between us.
  2. We are legally obliged to supply UPPNFT to you in a manner that conforms with the applicable terms of sale.

Disclaimers
The use of the UPPFIRST Services and any content therein (including Third-Party Content and Materials) is at your sole risk. Unless otherwise stated by us and to the maximum extent allowed by law, the UPPFIRST Services and any content therein (including Third-Party Content and Materials) are provided “as is” and “as available”.
UPPFIRST makes no guarantees about the accuracy, completeness, reliability, currency, or error-free nature of the UPPFIRST Services or any content therein (including Third-Party Content and Materials).

Limitation of Liability
(a) The total liability of UPPFIRST and other associated parties for any claim arising from these Provisions, the UPPFIRST Services, or any Products, irrespective of the claim's form, is limited to the greater of $100 or the amount you paid to use the affected UPPFIRST Services or for the affected Product.
Alternative dispute resolution mechanisms may be available to EU consumers. Access the European Commissions online platform for dispute resolution here: https://ec.europa.eu/consumers/odr/