1.1. Services on this website are provided by Institut Digital OÜ (registry code 16279524), address Narva mnt 7, 10117 Tallinn, Estonia (hereinafter the Service Provider). The purpose of the following provisions in this user agreement (hereinafter the Agreement) is to govern legal relationship between the Service Provider and the person requesting account opening and access to using the services on the Website (hereinafter the User). The Agreement applies to the use of the Website and services provided by the Service Provider.
1.2. The term “You” in the context of the Agreement refers to the User.
1.3. Services refer to:
1.3.1. minting and creation of non-fungible tokens (hereinafter NFT’s or tokens);
1.3.2. custody of the NFT’s off-chain in a central server;
1.3.3. providing a platform for a virtual currency e-wallet services ;
1.3.4. providing a platform for currency exchange between fiat currencies against virtual currencies; virtual currency against a fiat currency; or a virtual currency against another virtual currency ;
1.3.5. facilitating the purchase or sale of NFT’s on primary and secondary market.
1.4. Virtual currency refers to a value represented in the digital form, which is digitally transferable, preservable or tradable and which natural persons or legal persons accept as a payment instrument, but that is not the legal tender of any country or funds for the purposes of Article 4(25) of Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ L 337, 23.12.2015, pp 35–127) or a payment transaction for the purposes of points (k) and (l) of Article 3 of the same Directive.
1.5. NFT is a unit of data stored on a digital ledger (a blockchain) that certifies a digital asset to be unique and therefore not interchangeable.
1.6. You confirm that you have read all the terms herein and agree that you have clearly understood and accepted the Agreement and in case You do not agree or fail to comply with the conditions herein, You are not entitled to engage in establishing a business or customer relationship with the Service Provider nor use the services or the Website.
1.7. You understand that creating, purchasing, and trading of virtual assets involves significant risk due to high volatility. The value of virtual assets might increase and decrease significantly in a short period of time. The value of the virtual assets may be influenced by various unpredictable factors, such as, but not limited to changes in the global economy caused by an unprecedent pandemic, loss of confidence in virtual currencies, development of new information technologies, decisions made by policymakers, political statements, hacker attacks etc.
1.8. You acknowledge that buying cryptocurrencies and/or tokens is a high-risk activity and You are aware of and accept the risks related to financial results and outcome. You are aware of the technological and economic uncertainty of the legal entities responsible for issuing the cryptocurrencies and/or tokens and therefore accept and warrant that you will take no legal action against the Service Provider in case of non-development of a particular project and/or decrease of the value of a certain cryptocurrency and/or a token.
1.9. You understand and acknowledge that the Service Provider is subject to supervision of the Financial Intelligence Unit of Estonia which is a regulatory authority with its aim to prevent money laundering and terrorist financing and to conduct general supervision over licensed market participants. You agree to cooperate with the Service Provider and its fulfilment of obligations related to anti-money laundering and terrorist financing prevention .
1.10. Website is a platform where the services are provided by the Service Provider.
1.11. Personal data is any information that relates to an identified or identifiable individual.
1.12. Cookies are a small amount of data generated by a website and saved by User’s web browser. Its purpose is to remember information about you, similar to a preference file created by a software application.
1.13. Device could be any device with internet that can access the service such as a mobile phone, a computer or a digital tablet.
1.14. The Service Provider communicates, forwards requests and contacts the User via email correspondence, in urgent cases that need immediate attention and/or action the Service Provider contacts the User by telephone.
1.15. The Service Provider shall not be responsible or liable for any copyright violations, claims or disputes that may arise from the content of Intellectual Property associated with the Artworks . The Service Provider reserves the right to remove Artworks from the platform at any time without any prior warning at it’s sole discretion.
2. RESTRICTIONS AND AGE REQUIREMENT
2.1. You agree not to, and You will not permit others to:
2.1.1. license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Website or make the platform available to any third party;
2.1.2. modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Website;
2.1.3. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Service Provider or its affiliates, partners, suppliers or the licensors of the Website;
2.1.4. use the Website in any way that violates national and/or international applicable laws and regulations;
2.1.5. introduce any viruses, trojan horses, logic bombs, worms or other material which is malicious or technologically harmful;
2.1.6. attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
2.2. The Service Provider is a limited liability company registered in Estonia. Access to the Website or services offered on the Website by certain persons or in certain countries may be contrary to the law. It is the User’s responsibility to determine whether the use of the Website and/or services offered on the Website comply with the local applicable regulations both prior to engaging with the Website and continually thereafter.
2.3. By using the Website and services provided through the Website, the User warrants that he/she:
2.3.1. is 18 years old or older;
2.3.2. is of legal age in the User’s jurisdiction and place of residence;
2.3.3. there are no legal restrictions in the country of the User’s residence to engage in activities related with sale and purchase of cryptocurrencies and tokens.
2.4. The User is not entitled to use a right of withdrawal of 14 days from the Agreement nor from transactions governed by the Agreement for providing services on the Website according to the Estonian Law of Obligations Act § 53 subsection 4.
3. REGISTRATION AND THE ACCOUNT
3.1. Upon registering account for using the services (hereinafter the Account) and when using the services, the User agrees to provide the Service Provider the following data:
3.1.1. first name and surname;
3.1.3. ID document number;
3.1.4. personal identification number (if issued);
3.1.5. date of birth;
3.1.6. ID document expiration date;
3.1.7. ID document photograph;
3.1.9. telephone number;
3.1.10. biometrical data/face photograph;
3.1.11. citizenship and country of origin;
3.1.12. source and ownership of funds;
3.1.13. device information and location;
3.1.14. data concerning banking transactions (account owner, amount), use of services and all data related to payments, returns to settlement accounts and transfers both in cryptocurrencies and/or tokens and fiat;
3.1.15. other data (beneficial owners, right of representation, information whether the person is a politically exposed person) that is required to be collected and verified by the Service Provider according to the requirements of the jurisdiction and legislation of residence of the Service Provider;
3.1.16. based on the request of the Service Provider, the User may be obliged to submit additional documents and in a requested format, to ensure that the Service Provider meets the requirements derived from the jurisdiction and legislation of residence of the Service Provider.
3.2. The User warrants that:
3.2.1. he/she is the only person authorized to use the Account and shall not share the credentials that are used to access the Account with any other person and the User shall do everything within his/her power to prevent access of any other persons to the Account and is solely responsible for maintaining the confidentiality and security of the credentials of the Account;
3.2.2. that data provided to the Service Provider for registering account is true, current and complete and the User is aware of the consequences arising from the submission of inaccurate data;
3.2.3. he/she notifies the Service Provider if there are any changes or amendments in the personal data provided to the Service Provider.
3.2.4. the Account shall not be used for illegal activities, including but not limited to money laundering, terrorist financing or any other unlawful activity;
3.2.5. the Service Provider shall be notified immediately if the User has reasons to believe that the Account has been stolen, used for illegal activities or the User is not able to access the Account due to unknown reasons, and the Service Provider shall not be held responsible for any unauthorised activity or use of the Account;
3.2.6. he/she shall not register more than one Account on the platform. The Service Provider reserves the right to terminate or suspend any Accounts it reasonably suspects to belong to the same User ;
3.2.7. he/she will cooperate with the Service Provider in a full capacity and timely manner within the process of gathering information and documents related to the User’s identification and personal data, prevention and identification of money laundering and terrorist financing, and cases provided in the provisions of 3.2.4 and 3.2.5 of the Agreement;
3.2.8. he/she has given a consent to transfer personal data to third party service providers that the Service Provider is using related to the fulfilment of its obligations and necessary features for seamless service provision;
3.2.9. funds deposited and used by the User on the Website have a legal origin and the funds belong solely to the User.
3.3. Any content that the User provides, including but not limited to biography, profile image, username, third party website links, shall be displayed publicly and will be treated as non-confidential. The User permits the Service Provider to use and distribute that content for all intents and purposes however it deems appropriate. The Service Provider shall not be responsible or held liable for the User content or it’s validity, legality, decency, etc.
3.4. The content on the site is owned by the respective Users and the Service Provider is not responsible for any Intellectual Property, Copyright or Privacy infringements associated with any of the Content, with the exception of the Service Provider’s logos and branding.
3.5. The Service Provider reserves the right to decide whether to open the Account and conduct service provision without providing any justification or reasoning for a rejection.
3.6. The Service Provider reserves the right in its sole and absolute discretion, without providing any justification or reasoning, to refuse to open, suspend or close the Account and/or limit access to the Website and services, especially in cases, including but not limited:
3.6.1. the User has provided the Service Provider personal data or information that is requested in relation to fulfilment of obligations derived from the requirements of the jurisdiction and legislation of residence of the Service Provider, and such personal data and information is untrue, false or expired;
3.6.2. the User fails to provide or update personal data accordingly, also upon request of whether or not requested by the Service Provider;
3.6.3. the User fails to respond to the Service Provider’s requests;
3.6.4. due to suspicious activity that may relate to money laundering, terrorist financing or any other unlawful activity;
3.6.5. the Account is being used by any person other than the User;
3.6.6. due to technical errors.
3.7. The Service Provider reserves the right to immediately close the Account, limit access to the Website and terminate the Agreement with the User without any prior notification or reasoning, if the Service Provider has reasons to believe that the account is being used for money laundering, terrorist financing or for any other unlawful activity.
3.8. During account opening process, the User is obliged to conduct Anti-Money laundering (AML), Know Your Customer (KYC) and Sanctions screening procedures to open the Account with the Service provider. The Service Provider is using third party services for AML / KYC / Sanctions list screenings provided by “Sum and Substance Ltd (UK)”: https://sumsub.com.
4. SERVICES AND TAXES
4.1. The Service Provider is obliged will use reasonable endeavours to provide the following services through the Website:
4.1.1. Exchange service – service of exchanging a virtual currency and/or a token against a fiat currency or a fiat currency against a virtual currency and/or a token or a virtual currency and/or a token against another virtual currency and/or a token;
4.1.2. Wallet service – service in the framework of which keys are generated for customers or customers’ encrypted keys are kept, which can be used for the purpose of keeping, storing and transferring virtual currencies and/or tokens;
4.1.3. Creation and custody of NFT’s – service of creating NFT’s upon request from the User and storage of that NFT or User’s own NFT on the Service Provider’s own server providing the User with a location to store their NFT’s outside the blockchain its created.
4.1.4. NFT market service – service of providing access to a primary market, where the User can buy or sell NFT’s, and secondary market, where the User can buy or re-sell their NFT’s, both for either FIAT or virtual currencies.
4.2. The Service Provider will facilitate orders, transactions and other actions necessary for the service provision with professional care, due diligence and according to its best knowledge.
4.3. The User shall be responsible for determining his/her tax obligations as well as is being responsible for conducting tax filings to an appropriate tax authority and paying tax on any income or profit derived from buying and selling tokens, exchanging virtual currencies or from any transaction associated with any of the provided services according to the applicable legislation of their place of residence.
4.4. The Service Provider is not liable for determining, reporting, withholding or paying any of the User’s taxes, nor any interest or penalties related to taxes derived from the activities of using the Website or services by the User, and the User acknowledges that all purchases on the website, unless otherwise stated, are exclusive of any and all applicable taxes, which are the User’s sole responsibility.
5.1. Upon registering and using the services on the Website the User agrees to pay all applicable fees or charges that arise from making a deposit or using the services, and authorises the Service Provider to deduct these fees automatically from payments . You can find all fees related to the use of the Website and services from the table of fees. [I am sending a breakdown of fees in my e-mail.]
5.2. Unless otherwise indicated, the User shall provide the relevant Third-Party Service Provider with the necessary details of a valid credit/debit card payment method (Visa, MasterCard, or any other issuer payment method accepted by the Service Provider) (hereinafter referred to as Payment Provider) as a condition to deposit funds to the Account. [The user is able to deposit funds to the Account using credit/debit card or crypto / various other methods too ]
5.3. The User’s Payment Provider agreement governs the use of the designated credit/debit cardpayment method account, and the User must refer to that agreement and not the provisions in the Agreement to determine the User’s rights and liabilities with respect to User’s Payment Provider.
5.4. Upon providing the Third-Party Service Provider with credit/debit card number and associated payment payment method information, the User agrees that the Service Provider is authorized to verify information immediately, and correspondingly invoice the Account for all fees and charges due and payable to the Service Provider hereunder and that no additional notice or consent is required.
5.5. The User agrees to immediately notify the Service Provider of any change in the User’s billing address or the credit/debit card payment method used for payment hereunder.
5.6. The Service Provider reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to the Users. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by the User.
5.7. The User is responsible for any third-party fees that the User may incur when using the Service.
5.8. Upon placing a bid or completing a checkout, You agree that You have entered into a binding purchase agreement and you acknowledge that the associated purchase is not subject to refund or return.
5.9. All transactions on the platform occur in USD.
6. CHANGES AND MODIFICATIONS TO THE AGREEMENT AND THE WEBSITE
6.1. The User acknowledges and agrees that the Service Provider at the sole discretion can decide to change, modify, replace or update the Agreement at any time. If a revision is material, the Service Provider will provide at least 30-day notice prior to any new terms taking effect. What constitutes a material change will be determined at the Service Provider’s sole discretion.
6.2. The User, by continuing to access or use the Website after any revisions become effective, agrees to be bound by the revised terms. If the User does not agree to the new terms, the User is no longer authorized to use the Website or services.
6.3. The Service Provider reserves the right to modify, suspend or discontinue, temporarily or permanently, the Website or any service to which it connects, without prior notice and without liability to the User.
6.4. The Service Provider may time to time provide enhancements or improvements to the features/ functionality of the Website, which may include patches, bug fixes, updates, upgrades and other modifications.
6.5. Updates may modify or delete certain features and/or functionality of the Website. The User agrees that the Service Provider has no obligation to provide any updates or continue to provide or enable any particular features and/or functionalities of the website to the User.
6.6. The User agrees that all updates will be deemed to constitute an integral part of the Website and subject to the provisions of this Agreement.
7. THIRD PARTY SERVICES
7.1. The Service Provider may display, include or make available third-party content (including data, information, applications and other products/services) or provide links to third-party websites or services or use third parties in conducting its business (hereinafter Third-Party Services).
7.2. The User acknowledges and agrees that the Service Provider shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof, unless related to the fulfilment of the Service Provider’s lawful obligations on personal data processing. The Service Provider does not assume and shall not have any liability or responsibility to the User or any other person or entity for any Third-Party Services.
7.3. Third-Party Services and links thereto are provided solely as a convenience to the User and the User access and use them entirely at the User’s own risk and subject to such third parties’ terms and conditions.
8. TERM AND TERMINATION OF THE AGREEMENT
8.1. This Agreement shall remain in effect until terminated by the User or the Service Provider.
8.2. The Service Provider may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
8.3. This Agreement will be terminated immediately, without prior notice from the Service Provider in the event that the User fails to comply with any provision of this Agreement.
8.4. Termination of this Agreement will not limit the Service Provider’s rights or remedies at law or in equity in case of breach by the User (during the term of this Agreement) of any of the User’s obligations under the present Agreement.
8.5. The User is entitled to terminate this Agreement at any time by requesting the Service Provider to close the Account by sending a written notice to email@example.com. The Service Provider shall not close the Account in cases where the Service Provider has been made aware that there is an open investigation by the regulatory authority.
8.6. The User is obliged withdraw any funds from the Account within 30 days starting from date of termination notification submitted to or by the Service Provider. The Service Provider reserves the right to restrict access or refuse withdrawals from the Account if there are reasons to suspect or believe that the Account has been or is being used as described in the provisions 3.2.4, 3.2.5 and 3.2.6 or the Service Provider has been made aware that there is an open investigation by the regulatory authority.
You agree to indemnify and hold the Service Provider and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, arising out of the User’s use of the website or violation of any right of a third party.
10. NO WARRANTIES
10.1. The Website is provided to You „as is“ and „as available“ and with all faults and defects without warranty of any kind.
10.2. To the maximum extent permitted under applicable law, the Service Provider, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the website, including all implied warranties or merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.
10.3. Without limitation, the Service Provider provides no warranty or undertaking, and makes no representation of any kind that the Website will meet the User’s requirements, achieve any intended results, be compatible or work with any other software, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
10.4. Without limitation, the Service Provider shall not make any representation or warranty of any kind, express or implied:
10.4.1. as to the operation or availability of the Website, or the information, content, and materials or products included thereon;
10.4.2. that the Website will be uninterrupted or error-free;
10.4.3. as to the accuracy, reliability, or currency of any information or content provided through the Website;
10.4.4. that the Website, its servers, the content, or e-mails sent from or on behalf of the Service Provider are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
11. LIMITATION OF LIABILITY
11.1. Notwithstanding any damages that the User might incur, the entire liability of the Service Provider and any of its suppliers under any provision of this Agreement and the User’s exclusive remedy for all of the foregoing shall be limited to the amount actually paid by the User for the use of the Website and the services contained therein.
11.2. To the maximum extent permitted by applicable law, in no event shall the Service Provider or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Website, third-party software and/or third-party hardware used with the Website, or otherwise in connection with any provision of this Agreement), even if the Service Provider or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
12. FORCE MAJEURE
The Service Provider is not held responsible to fulfil or to partially fulfil any obligations under this Agreement if such failure has occurred as a result of any abnormal or unforeseeable circumstance outside the Service Provider’s reasonable control and that could not be envisaged, escaped, or eliminated, including but not limited to governmental action and acts that have affected the activities of the Service Provider, political unrest, strikes, declared and undeclared wars and acts of God.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor constitute waiver of any subsequent breach.
In order to operate the Website, the Service Provider employs third party service providers that may process personal data for the purpose of providing services (e.g. facilitating transactions and processing personal data) and/or for the purpose of complying with legal obligations. The Service Provider undertakes to adhere to best practices and principles of personal data processing, compliant with all applicable legislation, including the European Union General Data Protection Regulation. Any personal data processed shall be processed in a fair and transparent manner. The Service Provider limits the amount of personal data collected to what is required for efficient operation of the Website. The Service Provider implements security measures necessary to ensure the confidentiality, security and integrity of collected personal data. The Service Provider shall not be liable for the data processing principles of any Third-Party Service Providers used on the Website.
16.1. The Service Provider is not responsible for any content, code or any other imprecision.
16.2. The Service Provider does not provide warranties or guarantees.
16.3. In no event shall the Service Provider be liable for any special, direct, indirect, consequential, or incidental damages or any damages whatsoever, whether in an action of contract, negligence or other tort, arising out of or in connection with the use of the Website or services or the contents of the Website or services.
16.4. The Service Provider reserves the right to make additions, deletions, or modifications to the contents on the Website and services at any time without prior notice.
16.5. The Service Provider is an administrative platform that facilitates transactions between buyers and sellers but is not a party to any of the transactions or binding agreements between buyers and sellers.
17. FINAL PROVISIONS
17.1. The Agreement constitutes the entire agreement between the User and the Service Provider regarding use of the Website and services, and supersedes all prior and contemporaneous written or oral agreements between the User and the Service Provider, and cannot be modified changed or varied except in writing as provided herein.
17.2. All matters relating to the Website or any particular services offered on the Website and all matters related to the Agreement and any claims or disputes arising therefrom or related thereto, shall be governed by the laws of Estonia without giving effect to any choice or conflict of law provision or rule.
17.3. The Harju County Court shall have an exclusive jurisdiction to solve any disputes or claims if it is not possible to settle them in an extrajudicial manner or by a negotiation.