Terms Of Service

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Introduction

These Terms of Service (“Terms”) govern your access to and use of the LoopExchange website(s), our APIs, mobile app (the “App”), and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data. For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service 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.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED 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 CLICKING TO ACCEPT 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.

LoopExchange is not a wallet provider, exchange, broker, financial institution, or creditor. LoopExchange provides a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.

Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

Who May Use the Services?

We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use LoopExchange through a parent or guardian's Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.

Ownership

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 LoopExchange logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of LoopExchange 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 Service and its content, including, without limitation, the exclusive right to create derivative works.

License to Access and Use Our Service and Content

You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.

Intellectual Property Rights

You are solely responsible for your use of the Service and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms, including the User Conduct requirements outlined above.

By using the Service in conjunction with creating, submitting, posting, promoting, or displaying content, or by complying with LoopExchange's metadata standards in your metadata API responses, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Service.

Security and Fraud Prevention

We prioritize the security of our users, but you acknowledge that there are inherent risks associated with using our Service, including the risk of fraud or scams. You are solely responsible for ensuring the security of your wallets and conducting due diligence on transactions and interactions with other users.

Limitation of Liability

To the fullest extent permitted by law, LoopExchange and its affiliates, officers, directors, employees, and agents will not 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 on the Service, including without limitation, any defamatory, offensive, or illegal conduct of other users or third parties; (iii) any content obtained from the Service; and (iv) unauthorized access, use, or alteration of your transmissions or content. In no event shall LoopExchange's liability exceed the amount you paid LoopExchange, if any, in the past six months for the Service giving rise to the claim.

You specifically acknowledge that LoopExchange is not liable for any losses or damages incurred as a result of any interactions or transactions with other users, including but not limited to, losses or damages due to fraud or scams. You agree to take all necessary precautions and exercise appropriate judgment when interacting with others on the Service.

Smart Contract Bugs and Security Breaches

You acknowledge and agree that LoopExchange is not responsible for any bugs, errors, or vulnerabilities in smart contracts or any losses arising from such issues. You understand that smart contracts operate on decentralized networks and are not controlled by LoopExchange. Additionally, LoopExchange is not liable for any security breaches or unauthorized access to your blockchain wallet or any other third-party wallet.

Regulatory Compliance

You are solely responsible for complying with all applicable laws and regulations related to your use of the Service, including but not limited to, tax laws and reporting obligations. LoopExchange does not provide legal or tax advice, and you should consult your own legal and tax advisors for any questions regarding your obligations.

Governing Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of Iceland without regard to its conflict of laws provisions. Any disputes arising out of or relating to these Terms or the Service will be resolved exclusively in the courts located in Reykjavik, Iceland, and you and LoopExchange consent to the personal jurisdiction of such courts.

Miscellaneous

These Terms constitute the entire agreement between you and LoopExchange 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 LoopExchange, and LoopExchange's 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.

The Service is operated by us in Iceland. Those who choose to access the Service from locations outside Iceland do so at their own initiative and are responsible for compliance with applicable local laws. You and LoopExchange agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

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.