Welcome to NiftyKit!
1.2 Our Service. The Service allows You to use fiat currency (such as US dollars) or Cryptocurrency to upload digital Content to the Interplanetary File System (IPFS) and Mint a ERZC-721 non-fungible token (“NFT”) that, along with Your non-custodial Wallet, records ownership of the uploaded Content on a blockchain. NFTs contain a reference to where Your digital Content resides on IPFS.
The Service empowers You to own Your own Smart Contract, which means You control the future actions of Your digital Content and the associated NFT (i.e. resale, royalties, Burning, etc) and You can access Your digital Content without Our involvement. The owner of a Smart Contract (“Collection Owner”) can invite others to Mint into their Smart Contract (“Collection”) and payments can be made to multiple Wallets if associated with the Collection. Ultimately, the Service gives You control of Your brand.
The Service includes, but is not limited to:
- (a) Don’t worry about gas fees
- You do not have to worry about the best time to Mint because the Service covers gas costs associated with Minting, listing your NFT, and de-listing your NFT for you. (Please note that gas associated with purchasing, or at times other than stated in 1.2 (a), are not included in the Service). We suggest Minting well before You plan to sell Your NFT to ensure the best possible experience.
- (b) Own your own Collection (sometimes called “White Label”)
- The Service empowers You to set your own fees and rules on Your Smart Contract and to invite others to Mint into Your Collection. Once you purchase Your Collection, depending on Your subscription, You may then purchase Credits to upload Content and Mint NFTs into Your Collection, or Minting may be included in Your subscription (We reserve the right to change subscriptions at any time). You can set the percentage of each sale you keep and the percentage others in Your Collection receive – on Primary Sales sold on the Platform. Notably, We cannot and do not control other marketplaces so if You sell Your NFT on another marketplace (for example, Open Sea or Rarible, among others) we do not control who is paid, how they are paid, or how much they are paid. If Our Service sounds great, it is best to sell Your NFT on Our Platform to ensure Your Payouts are as You requested.
- If You take Your NFT minted on the Platform to another website to attempt to or actually sell Your NFT, You are able to and are solely responsible for, telling that website any payments and/or royalties You wish to receive as a result of the sale. As mentioned, We only control payments that are sold on Our Platform.
- (c) Multiple blockchain options to Mint on to
- Currently, the Service allows You to choose whether You want to Mint Your NFT onto the Ethereum Mainnet blockchain OR onto Polygon (formerly Matic Network), an Ethereum compatible layer 2 blockchain. Additional blockchains are in the works – stay tuned.
- (d) Mint and be paid in fiat currency (i.e. US Dollars) OR choose to Mint and be paid in one Cryptocurrency.
- We want to empower You. As such We want to remind You of the possible capital gains taxation that may occur when You use cryptocurrency to buy and/or sell NFTs..
- (e) A storefront to sell Your NFTs
- (f) Use Our Application Programming Interface (API) in Your own applications
- Contact Us if you wish to integrate Our API and we can discuss further details, scope and cost of an agreement, and how We can help You.
The Service facilitates Your Transactions and does not maintain or store your digital Content, Your NFTs, or Your personal information.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. WE RESERVE THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT OUR SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES..
2.Prohibited Platform Uses
- Provide false or misleading information, as determined by Us;
- Upload digital Content which you did not create yourself, unless the original composer of the Content has granted you the right to use the Content and you can furnish proof of this permission, to be verified by Us, and we retain the right to determine if the proof is evidence of permission;
- Upload Content unless you have all the necessary rights and permissions to use the Content including, but not limited, copyright, rights from all individuals appearing in the Content;
- Use or attempt to use another User’s account without authorization from such User and Us;
- Attempt to circumvent any content-filtering techniques We employ, or attempt to access any feature or area of the Service and/or Platform that you are not authorized to access. Including, but not limited to, engaging in any act, such as translation, decompilation, or reverse engineer any aspect of the Service and/or Platform, or otherwise attempt to obtain access to source code or private information of any software located on the Platform and/or that are part of the Services; or bypass or circumvent measures employed to prevent or limit access to any part of the Service and/or the Platform, area, or code of the Service and/or Platform.
- Engage in any act that may utilize the following, including, but not limited to, any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not directly authorized by Us to access the Service and/or Platform for any purpose, including, but not limited to extracting data or otherwise interfering with or modifying the any aspect of the Service and/or Platform, as subjectively determined by Us;
- Use data collected from our Service and/or Platform to contact individuals, companies, or other persons or entities;
- Collect or use data from our Service and/or Platform for any direct marketing activity (including, but not limited to: email marketing, SMS marketing, telemarketing, and/or direct marketing);
- Bypass or ignore instructions that control any automated access to the Service and/or Platform;
- Engage in any act that may utilize the Platform/Service, Ethereum, Polygon, or other blockchains or Networks to carry out any illegal activities, including but not limited to, money laundering, terrorist financing, or engage in activities designed to adversely affect the performance of the Ethereum, Polygon, or other network, and/or the Service/Platform;
- Engage in (i) transactions including, but not limited to, transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (ii) use NiftyKit content without express written consent from Us; and (iii) engage in any action that implies an untrue endorsement or affiliation with NiftyKit;
- Download any portion of the Platform/Service other than for purposes of page caching, except as expressly permitted by Us;
- Log in or attempt to log in to access the Service and or Platform through unauthorized third party applications or clients;
- Upload illegal Content, such as, but not limited to:
- Child pornography or child abuse;
- Content that shows extreme sexual violence or materials that are overly violent;
- Materials that provoke the viewer into committing crimes and carrying out violent acts. This might be material that instructs, promotes or incites violent acts;
- Content that promotes terrorism or encourages terrorist acts;
3. Ownership, License, and restrictions
Creator’s agree to license the rights to: 1) copy the digital Content version associated with the NFT and 2) display the digital Content connected to a NFT on social media.
Creator rights, NFT. When You upload digital Content, as mentioned in 3.1, and Mint an associated NFT, You give the Purchaser a license to that copy of the digital Content version and to transfer the NFT.
3.2 Collection Owner rights. When You purchase a Collection, You own the Smart Contract associated with it. Ownership of an NFT is mediated entirely by the Smart Contract, and the Ethereum, Polygon, or other Network, unless the Buyer and Seller enter into a separate agreement. NFTs are on the Ethereum, Polygon, or other blockchain, whichever You choose that Nifty offers at the time of Minting, and are a record of ownership of the digital Content the NFT is associated with. NFTs are not ownership of the digital Content itself. Digital Content uploaded is stored on the Interplanetary File System (IPFS) and if the User who uploaded the digital Content owned the copyright to that digital content, they will continue to own the portions of trademark and copyright (in section 3.1) to the digital Content even after the NFT is transferred. A Collection Owner owns the Smart Contract associated with the Collection, but does not own any digital Content or the associated NFT that are linked to the Smart Contract, unless the Collection Owner is also a Creator and Minted into the Smart Contract. However, as a Smart Contract owner, the Collection Owner has the right to Burn NFTs in their Collection and the right to set primary and secondary sale percentages on marketplaces other than NIFTYKIT.com that have those capabilities.
3.2 What a NFT Purchaser Owns. An NFT Purchaser does not own the digital Content, instead the Purchaser has a license to a copy the digital Content version associated with the NFT and 2) a license to display the digital Content connected to a NFT on social media, as licensed by the Creator above. Purchasers of an NFT on NiftyKit have the right to trade the NFT, sell it, or give it away when they choose, unless a separate agreement is made between buyer and seller. However, please know that the Collection Owner may be able to control portions of the Smart Contract, as is true with any Smart Contract on any platform. (See section 3.2)
An NFT Purchaser or an owner after an NFT has been transferred cannot reproduce any additional verified copies for a profit.
3.3 Transfer of NFT: Rights in sections 3.1-3.3 associated with the NFT and/or associated digital Content are transferred if and when the NFT is transferred, with the exception of the trademark and copyrights retained by the Creator of digital Content.
3.4 Rights only for Primary Sales on NIFTYKIT.COM. Sections 3.1 – 3.3 only apply when an NFT is Minted and sold on NiftyKit.com for the primary sale. If an NFT is sold on another marketplace, NIFTYKIT has NO control over the rights, license, or assignment of Your NFT or digital Content.
3.6 Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray NiftyKit, our affiliates, or the Services in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking platform does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.
4.1 Access to the Platform. To access the Platform, Platform resources, the Service, links or other content, You may be asked to provide certain registration details or other information. It is a condition of Your use of this Site that all the information You provide will be correct, current, and complete. If We subjectively believe the information You provide is not correct, current, or complete, We have the right to deny access to the Platform and the Services, and to terminate or suspend Your access at any time.
4.2 Account Registration. In order to participate in certain Services and secure any additional applicable benefits, the Platform may require You to create an account with NiftyKit (“Account”). You agree to only create one (1) Account. You agree to provide, maintain and update true, accurate, current and complete information about Yourself. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including, but not limited to; using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph.
4.3 Account Access: You understand and agree that access to your NiftyKit Account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your NiftyKit Account to any person without our prior written permission from NiftyKit.
4.4 Applicable use of Site. You may use this Site and the Services only for purposes expressly permitted by this Agreement. As a condition of Your use of the Platform and Services, you warrant to Us that you will not use the Platform for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices.
4.5 Account Security: You understand and agree that You are solely responsible for maintaining the security of Your Account and control over any user names, passwords, or any other codes that You use to access the Services and/or Platform. Any unauthorized access to Your Account by third parties could result in the loss or theft of NFTs and/or credits held in your Account and any associated accounts, including your outside wallet, linked bank account(s) and/or credit card(s). You understand and agree that you will not hold Us responsible for managing and maintaining the security of your Account. You further understand and agree that We are not responsible (and you will not hold Us responsible) for any unauthorized access to or use of Your Account or any compromise of Your private key. You are responsible for monitoring your Account. You agree to notify us immediately of any unauthorized use of your password, username, other account information, or any other breach of security that you become aware of involving or relating to the Platform and/or Services. NiftyKit will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your name, password and/or Account. You can contact Us at email@example.com .
4.4. Non-Hosted Digital Wallet. You are the owner of the imported digital wallet. We assist you in connecting a wallet for your convenience. As such, NiftyKit is unable to block any transactions into the wallet.
4.5 Taxes. You agree that you are solely responsible for determining what, if any, taxes apply to your NFT and/or Smart Contract and/or transactions related to them. Neither NiftyKit nor any other NiftyKit party is responsible for determining the taxes that apply to your NFT and/or transactions related to it. For the avoidance of doubt, all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility. Please contact a tax professional for more information.
4.6 Communication. You agree and understand that We will communicate with You via electronic means. To ensure that You receive all of Uur communications, You agree to keep Your email address current and notify Us if there are any changes. You agree that any notices, agreements, disclosures, or other communications delivered to Your email address on record are considered valid.
4.7 No Unlawful Access. You agree that you will not use the Platform and/or Services in any manner that could in any way disable, overburden, damage, or impair the Platform and/or Service or otherwise interfere with any other party’s use and enjoyment of the Platform and Service. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Platform and Service.
4.8 Proprietary information. You acknowledge and agree that the Platform and Service, including any necessary software used in connection with the Platform and/or Service, contain proprietary and confidential information that is the property of NiftyKit and its licensors and is protected by applicable intellectual property and other laws. No rights or title of or to any of the content or Software used in connection with the Platform and Service is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Website or advertisers is protected by copyright, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Platform or its advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform, Service, or Software, in whole or in part. You also acknowledge NiftyKit’s exclusive rights in the Platform and Service’s trademarks and service marks.
5. Wallet and Non-Custodial Services
5.1 Digital Wallet. Wallets allow you to store, track, transfer, and manage your digital assets. Services and supported assets may vary by jurisdiction. Additional rules associated with third party wallets and outside product(s) and service(s) may apply and may be outside the control of NiftyKit. We do not have access to private keys or seed phrases where a third party digital wallet (i.e.MetaMask) is used.
You understand and agree that you will not hold NiftyKit liable for transferring, safeguarding, or maintaining your private keys, wallet, or any associated digital asset(s). If you lose, mishandle, or have private keys stolen, you acknowledge that you may not be able to recover associated digital assets, and that NiftyKit is not responsible for such loss. You agree that NiftyKit is merely a facilitator of services to assist you. You acknowledge that NiftyKit is not responsible for any loss, damage or liability arising from your failure to comply with these Terms.
5.2 NFT Storage. NFTs are stored on IPFS at User direction. By uploading Content on the Platform or using Our Services, You agree that, in doing so, you are asking NiftyKit to facilitate the storage of your Content for you on IPFS. Moreover, You agree that the act of uploading your Content on Our Platform or by using Our Services, You are directing NiftyKit to Mint your NFT to the blockchain.
6.Revocation, Suspension, and Termination
6.1 Revocation. When you give NiftyKit instructions to Mint an NFT, you cannot withdraw your consent as your NFT will Minted to the blockchain.
7. Credits, payment, fees, and other charges
7.1 Credits: We charge credits to Mint NFTs on the blockchain. Credits added to your account do not expire and are non-refundable and non-transferable, except as provided by applicable law and herein. Credits do not constitute a personal property right, have no value outside of the Services, and can only be used to purchase Services on the Platform. NiftyKit reserves the right to change the Subscription and credit offerings from time to time.
7.2 Subscription. In addition to purchasing Credits to pay for Services, you must also purchase a NiftyKit subscription, which entitles you to certain exclusive benefits and services that cannot be purchased with credits (“Subscription”). Such benefits may include, but are not limited to, opportunities to earn virtual assets that can be used on the Platform, access to special design features like icons or other indicators, exclusive art tiers, and/or accelerated access to certain Services. The current offerings of Services and benefits offered through a Subscription are listed on the NiftyKit website/Platform, and NiftyKit reserves the right to change the Subscription offerings from time to time. You may purchase a term-based Subscription for the advertised price, to be paid in full at the commencement of the term. Payment for a Subscription will be charged to your linked financial account at the point of purchase, or through your wallet if using cryptocurrency, and Subscriptions will automatically renew immediately prior to the end of the applicable term, unless and until you cancel the Subscription.To cancel your Subscription contact us at firstname.lastname@example.org. Subscriptions are non-transferable and a cancellation of an active subscription(s) will become effective after at the end of the then-current Subscription period. You agree that all sales of subscriptions are final and we will not refund any transaction once it has been made. Any credit balance remaining in your account upon the cancellation of your subscription does not reflect any stored value and cannot be exchanged for real money, real goods, or real services from NiftyKit or anyone else.
7.4 When you provide payment information for purchasing credits, a Subscription, or other Services to Stripe, you represent that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize Stripe to charge your credit card or to process your payment for any credits, a Subscription, or Services purchased, or other fees incurred by you. You agree to notify Stripe promptly of any changes to your credit card account number, its expiration date, and/or your billing address, and you agree to notify NiftyKit promptly if your credit card or payment account expires or is canceled for any reason. As the account holder and/or User, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your account, including, but not limited to, your family or friends. If your use of the Services is subject to any type of use or sales tax, then NiftyKit may also charge you for those taxes.
7.6 European Union Users. IF YOU ARE A EUROPEAN UNION USER YOU HAVE THE RIGHT TO WITHDRAW FROM A PURCHASE TRANSACTION FOR DIGITAL CONTENT WITHOUT CHARGE AND WITHOUT GIVING ANY REASON UNTIL DELIVERY OF SUCH CONTENT HAS STARTED OR PERFORMANCE OF THE SERVICE HAS COMMENCED. YOU DO NOT HAVE A RIGHT TO WITHDRAW FROM A TRANSACTION OR OBTAIN A REFUND ONCE DELIVERY OF THE CONTENT HAS STARTED OR THE PERFORMANCE OF THE SERVICE HAS COMMENCED, AT WHICH POINT YOUR TRANSACTION IS FINAL. YOU AGREE THAT DELIVERY OF DIGITAL CONTENT, INCLUDING WITHOUT LIMITATION THE ART, AND/OR PERFORMANCE OF THE ASSOCIATED SERVICE, COMMENCES AT THE MOMENT THE DIGITAL CONTENT IS ADDED TO YOUR ACCOUNT OR INVENTORY OR OTHERWISE MADE ACCESSIBLE TO YOU FOR VIEWING OR USE.
8. User-Generated Content
8.1 You understand and agree that you are responsible for any User Content you submit or contribute, and you, not NiftyKit, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to You or any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other User on the Platform.
8.2 You agree that NiftyKit is acting as a passive conduit for your NFT publication, Minting, distribution, purchase, and transmission to a public market or a third-party wallet of your Content.
9. Warranties; Disclaimers; Limitation on Liability
9.1 THE NIFTYKIT SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NIFTYKIT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NIFTYKIT MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NIFTYKIT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.
9.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NIFTYKIT OR THROUGH THE PLATFORM AND/OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9.3 YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND/OR USERS, AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM/SERVICES. YOU UNDERSTAND THAT NIFTYKIT DOES NOT INQUIRE INTO THE BACKGROUND OF ANY USERS, NOR DOES NIFTYKIT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. NIFTYKIT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES AND/OR USERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM AND/OR SERVICES.
9.6 NIFTYKIT DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE, CONTINUOUSLY OR WITHOUT INTERRUPTION, OR THAT THE PLATFORM OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT. IF YOUR USE OF THE PLATFORM OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.
10. Third Party Liability.
10.1 We neither own nor control outside wallets, data storage companies, outside marketplaces, the Ethereum, Polygon, or other networks, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform and/or Services. We are not liable, and You agree not to hold Us liable, for the acts or omissions of any such third parties, nor are we liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
12. Notices for Claims of Copyright Infringement: Digital Millennium Copyright Act
12.1 NiftyKit respects the intellectual property rights of others and expects our Users to do the same. To that end, in accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, NiftyKit has implemented procedures for reporting instances of copyright infringement.
12.2 If you are a copyright holder, or its authorized representative, and believe in good faith that content residing or accessible on or through our Platform or Services infringes your copyrighted work, you may submit a notice of copyright infringement, A DMCA notice.
12.3 NiftyKit will respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act (“DMCA”). We will not actively prevent copyright owners from gathering the necessary information for such notices. For NiftyKit to respond, the complaint must provide, in writing, all the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- A description of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- For example, a URL, name of item, blockchain address, transaction has, block number,
- Your address, telephone number and e-mail address;
- A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement by you, made UNDER PENALTY OF PERJURY, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
12.4 Alternatively, you may send a written notice of copyright infringement to our designated agent, whose contact information is listed below:
- By Email: email@example.com
- By Mail to:
1455 Frazee Rd., Suite 500 San Diego, CA 92108
12.5 Please be aware that, pursuant to 17 U.S.C. § 512(f), you may be liable for any damages—including costs and attorneys’ fees incurred by Us or our Users—if you knowingly materially misrepresent that content or activity is infringing. You may therefore wish to seek the advice of legal counsel before submitting a notice of copyright infringement.
12.6 It is NiftyKit’s policy, at its discretion, to terminate the accounts of Users who may infringe or repeatedly infringe the copyrights of third parties, Burn any Content Minted to a blockchain, as well as cancel any service that may host the alleged infringer’s NFT.
12.7 Please note that we may forward the notice of copyright infringement (or information contained therein), as well as the Complainant’s contact information, to the User who posted the allegedly infringing content. Additionally, if we remove or disable access to the content pursuant to a valid DMCA notice, NiftyKit will notify the User that the content has been removed or disabled.
13. Export Control
13.1 Without limiting any portion of this Agreement, the Platform, software, and certain Services may be subject to export controls imposed by the U.S. and may not be downloaded or otherwise exported or re-exported into (or otherwise shared or sent to any national or resident of) a country subject to U.S. embargo; (b) to any person listed on the Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals (“SDN”) list; or (c) the U.S. Commerce Department’s Table of Denial Orders. If you use the software, Platform, and/or Services, you represent and warrant that you are not on any of the above-referenced lists or otherwise located in, or subject to the control of, any such country on any of the foregoing lists.
14. Governing Law.
16. Assignment, Delegation, and Transfer
17.1 Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Us and limits the manner in which you can seek relief from Us.
- You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Platform and/or Services; any products and/or Services sold or distributed through the Platform; or any aspect of your relationship with NiftyKit will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or NiftyKit may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in San Diego, California, administered by JAMS and conducted in English, rather than in court.
- Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.
- You understand that by agreeing to this Arbitration Agreement, you and NiftyKit are each waiving their right to trial by jury and to participate in a class action or class arbitration.
- If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- This Arbitration Agreement shall survive the termination of your relationship with NiftyKit.
18. General Information
We are pleased to hear from our loyal customers and fans, and We welcome comments regarding our products and services. Unfortunately, however, neither NIFTYKIT nor anyone affiliated with NIFTYKIT can accept or consider unsolicited ideas, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas in any form to NIFTYKIT.
The sole purpose of this policy is to avoid potential misunderstandings or disputes when NIFTYKIT’s products, Servie, or marketing strategies might seem similar to unsolicited ideas submitted to NIFTYKIT. If, despite our policy, you send us unsolicited creative suggestions, ideas, notes, drawings, concepts, or other information, you agree that the following terms shall apply to your submissions.
TERMS OF IDEA SUBMISSION
You agree that: (1) your submissions and their contents will automatically become the property of NIFTYKIT, without any compensation to you; (2) NIFTYKIT. may use or redistribute the submissions and their contents for any purpose and in any way; (3) there is no obligation for NIFTYKIT to review the submission; and (4) there is no obligation to keep any submissions confidential.
19. General Information
19.3 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform and/or Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
19.5 Do Not Rely on NIFTYKIT.COM. Opinions, advice, statements or other comments should not necessarily be relied upon and are not to be construed as professional advice from NIFTYKIT or Website Owner.NIFTYKIT and Website Owner do not guarantee the accuracy or completeness of any of the information provided, and are not responsible for any loss resulting from your reliance on such information.
19.6 Force Majeure: NIFTYKIT shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.