Privacy Policy - SPOCS MEDIA GmbH

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We appreciate your interest in our company. Privacy protection is of particular importance to the management of SPOCS MEDIA GmbH. The use of the SPOCS MEDIA GmbH website is generally possible without providing any personal data. However, if a data subject wishes to use specific services offered by our company through our website, the processing of personal data may be necessary. If the processing of personal data is required and there is no legal basis for such processing, we will generally seek the consent of the data subject.

The processing of personal data, such as the name, address, email address, or telephone number of a data subject, is always carried out in accordance with the General Data Protection Regulation (GDPR) and in compliance with the country-specific data protection regulations applicable to SPOCS MEDIA GmbH. Through this privacy policy, our company aims to inform the public about the type, scope, and purpose of the personal data we collect, use, and process. Furthermore, data subjects are informed about their rights through this privacy policy.

SPOCS MEDIA GmbH, as the data controller, has implemented numerous technical and organizational measures to ensure the most complete protection of personal data processed through this website. However, internet-based data transmissions may have security vulnerabilities, so absolute protection cannot be guaranteed. For this reason, it is up to each data subject to transmit personal data to us through alternative means, such as by telephone.

1. Definitions: The privacy policy of SPOCS MEDIA GmbH is based on the terms used by the European legislator for the adoption of the General Data Protection Regulation (GDPR). Our privacy policy should be easy to read and understand for the public, as well as for our customers and business partners. To ensure this, we would like to explain the terms used in advance.

In this privacy policy, we use, among other things, the following terms:

a) Personal data: Personal data means any information relating to an identified or identifiable natural person (hereinafter "data subject"). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

b) Data subject: Data subject is any identified or identifiable natural person whose personal data is processed by the data controller.

c) Processing: Processing is any operation or set of operations performed on personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

d) Restriction of processing: Restriction of processing is the marking of stored personal data with the aim of limiting their processing in the future.

e) Profiling: Profiling is any form of automated processing of personal data consisting of the use of personal data to evaluate certain personal aspects relating to a natural person, in particular to analyze or predict aspects concerning that natural person's performance at work, economic situation, health, personal preferences, interests, reliability, behavior, location, or movements.

f) Pseudonymization: Pseudonymization is the processing of personal data in such a manner that the personal data can no longer be attributed to a specific data subject without the use of additional information, provided that such additional information is kept separately and is subject to technical and organizational measures to ensure that the personal data is not attributed to an identified or identifiable natural person.

g) Data controller: Data controller or controller is the natural or legal person, public authority, agency, or other body that, alone or jointly with others, determines the purposes and means of the processing of personal data. Where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.

h) Processor: Processor is a natural or legal person, public authority, agency, or other body that processes personal data on behalf of the controller.

i) Recipient: Recipient is a natural or legal person, public authority, agency, or another body to which the personal data are disclosed, whether a third party or not. However, public authorities that may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients.

j) Third party: Third party is a natural or legal person, public authority, agency, or body other than the data subject, controller, processor, and persons who, under the direct authority of the controller or processor, are authorized to process personal data.

k) Consent: Consent of the data subject is any freely given, specific, informed, and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.

1. Name and Address of the Data Controller: The data controller within the meaning of the General Data Protection Regulation (GDPR), other data protection laws applicable in Member states of the European Union, and other provisions related to data protection is: SPOCS MEDIA GmbH Eichleite 20 82031 Grünwald Deutschland Tel.: +49 152 540 64 260 E-Mail: schindelhauer@spocs-media.com Website: www.spocs-media.com

2. Cookies: The SPOCS MEDIA GmbH website uses cookies. Cookies are text files that are stored on a computer system via an internet browser. Many websites and servers use cookies. Many cookies contain a so-called cookie ID. A cookie ID is a unique identifier of the cookie. It consists of a character string through which websites and servers can be assigned to the specific internet browser in which the cookie was stored. This allows visited websites and servers to differentiate the individual browser of the data subject from other internet browsers that contain other cookies. A specific internet browser can be recognized and identified using the unique cookie ID.

Through the use of cookies, SPOCS MEDIA GmbH can provide users of this website with more user-friendly services that would not be possible without the cookie setting.

By means of a cookie, the information and offers on our website can be optimized with the user in mind. Cookies allow us, as previously mentioned, to recognize our website users. The purpose of this recognition is to make it easier for users to utilize our website. The website user that uses cookies, e.g. does not have to enter access data each time the website is accessed, because this is taken over by the website, and the cookie is thus stored on the user's computer system. Another example is the cookie of a shopping cart in an online shop. The online store remembers the articles that a customer has placed in the virtual shopping cart via a cookie.

The data subject may, at any time, prevent the setting of cookies through our website by means of a corresponding setting of the internet browser used, and may thus permanently deny the setting of cookies. Furthermore, already set cookies may be deleted at any time via an internet browser or other software programs. This is possible in all popular internet browsers. If the data subject deactivates the setting of cookies in the internet browser used, not all functions of our website may be entirely usable.

1. Collection of General Data and Information The website of SPOCS MEDIA GmbH collects a series of general data and information when a data subject or automated system calls up the website. This general data and information are stored in the server log files. Collected may be (1) the browser types and versions used, (2) the operating system used by the accessing system, (3) the website from which an accessing system reaches our website (so-called referrers), (4) the sub-websites, (5) the date and time of access to the Internet site, (6) an Internet protocol address (IP address), (7) the Internet service provider of the accessing system, and (8) any other similar data and information that may be used in the event of attacks on our information technology systems.

When using these general data and information, SPOCS MEDIA GmbH does not draw any conclusions about the data subject. Rather, this information is needed to (1) deliver the content of our website correctly, (2) optimize the content of our website as well as its advertisement, (3) ensure the long-term viability of our information technology systems and website technology, and (4) provide law enforcement authorities with the information necessary for criminal prosecution in case of a cyber-attack. Therefore, SPOCS MEDIA GmbH analyzes anonymously collected data and information statistically, with the aim of increasing the data protection and data security of our enterprise, and to ensure an optimal level of protection for the personal data we process. The anonymous data of the server log files are stored separately from all personal data provided by a data subject.

1. Contact Possibility via the Website The website of SPOCS MEDIA GmbH contains information that enables a quick electronic contact to our enterprise, as well as direct communication with us, which also includes a general address of the so-called electronic mail (email address). If a data subject contacts the controller by email or via a contact form, the personal data transmitted by the data subject are automatically stored. Such personal data transmitted on a voluntary basis by a data subject to the data controller are stored for the purpose of processing or contacting the data subject. There is no transfer of this personal data to third parties.

2. Routine Erasure and Blocking of Personal Data The data controller shall process and store personal data of the data subject only for the period necessary to achieve the purpose of storage, or as far as this is granted by the European legislator or other legislators in laws or regulations to which the controller is subject to.

If the storage purpose is not applicable, or if a storage period prescribed by the European legislator or another competent legislator expires, the personal data are routinely blocked or erased in accordance with legal requirements.

1. Rights of the Data Subject a) Right of confirmation Each data subject shall have the right granted by the European legislator to obtain from the controller the confirmation as to whether or not personal data concerning him or her are being processed. If a data subject wishes to exercise this right of confirmation, he or she may, at any time, contact any employee of the controller.

b) Right of access Each data subject shall have the right granted by the European legislator to obtain from the controller free information about his or her personal data stored at any time and a copy of this information. Furthermore, the European directives and regulations grant the data subject access to the following information:

• the purposes of the processing;

• the categories of personal data concerned;

• the recipients or categories of recipients to whom the personal data have been or will be disclosed, in particular recipients in third countries or international organizations;

• where possible, the envisaged period for which the personal data will be stored, or, if not possible, the criteria used to determine that period;

• the existence of the right to request from the controller rectification or erasure of personal data or restriction of processing of personal data concerning the data subject or to object to such processing;

• the right to lodge a complaint with a supervisory authority;

• where the personal data are not collected from the data subject, any available information as to their source;

• the existence of automated decision-making, including profiling, referred to in Article 22(1) and (4) of the GDPR and, at least in those cases, meaningful information about the logic involved, as well as the significance and envisaged consequences of such processing for the data subject. Furthermore, the data subject shall have a right to obtain information as to whether personal data are transferred to a third country or to an international organization. Where this is the case, the data subject shall have the right to be informed of the appropriate safeguards relating to the transfer. If a data subject wishes to exercise this right of access, he or she may, at any time, contact any employee of the controller.

c) Right to rectification Each data subject shall have the right granted by the European legislator to obtain from the controller, without undue delay, the rectification of inaccurate personal data concerning him or her. Taking into account the purposes of the processing, the data subject shall have the right to have incomplete personal data completed, including by means of providing a supplementary statement. If a data subject wishes to exercise this right to rectification, he or she may, at any time, contact any employee of the controller.

d) Right to erasure (Right to be forgotten) Each data subject shall have the right granted by the European legislator to obtain from the controller the erasure of personal data concerning him or her without undue delay, and the controller shall have the obligation to erase personal data without undue delay where one of the following grounds applies, as long as the processing is not necessary:

• The personal data are no longer necessary in relation to the purposes for which they were collected or otherwise processed.

• The data subject withdraws consent to which the processing is based according to point (a) of Article 6(1) of the GDPR, or point (a) of Article 9(2) of the GDPR, and where there is no other legal ground for the processing.

• The data subject objects to the processing pursuant to Article 21(1) of the GDPR, and there are no overriding legitimate grounds for the processing, or the data subject objects to the processing pursuant to Article 21(2) of the GDPR.

• The personal data have been unlawfully processed.

• The personal data must be erased for compliance with a legal obligation in Union or Member State law to which the controller is subject.

• The personal data have been collected in relation to the offer of information society services referred to in Article 8(1) of the GDPR. If one of the aforementioned reasons applies, and a data subject wishes to request the erasure of personal data stored by SPOCS MEDIA GmbH, he or she may, at any time, contact any employee of the controller. An employee of SPOCS MEDIA GmbH shall promptly ensure that the erasure request is complied with immediately.

Where the controller has made personal data public and is obliged pursuant to Article 17(1) to erase the personal data, the controller, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform other controllers processing the personal data that the data subject has requested erasure by such controllers of any links to, or copy or replication of, those personal data, as far as processing is not required. An employee of SPOCS MEDIA GmbH will arrange the necessary measures in individual cases.

e) Right of restriction of processing Each data subject shall have the right granted by the European legislator to obtain from the controller restriction of processing where one of the following applies:

• The accuracy of the personal data is contested by the data subject, for a period enabling the controller to verify the accuracy of the personal data.

• The processing is unlawful, and the data subject opposes the erasure of the personal data and requests instead the restriction of their use instead.

• The controller no longer needs the personal data for the purposes of the processing, but they are required by the data subject for the establishment, exercise or defense of legal claims.

• The data subject has objected to processing pursuant to Article 21(1) of the GDPR, pending the verification whether the legitimate grounds of the controller override those of the data subject. If one of the aforementioned conditions is met, and a data subject wishes to request the restriction of the processing of personal data stored by SPOCS MEDIA GmbH, he or she may at any time contact any employee of the controller. The employee of SPOCS MEDIA GmbH will arrange the restriction of the processing.

f) Right to data portability Each data subject shall have the right granted by the European legislator, to receive the personal data concerning him or her, which was provided to a controller, in a structured, commonly used and machine-readable format. He or she shall have the right to transmit those data to another controller without hindrance from the controller to which the personal data have been provided, as long as the processing is based on consent pursuant to point (a) of Article 6(1) of the GDPR or point (a) of Article 9(2) of the GDPR, or on a contract pursuant to point (b) of Article 6(1) of the GDPR, and the processing is carried out by automated means, as long as the processing is not necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller. Furthermore, in exercising his or her right to data portability pursuant to Article 20(1) of the GDPR, the data subject shall have the right to have personal data transmitted directly from one controller to another, where technically feasible and when doing so does not adversely affect the rights and freedoms of others. In order to assert the right to data portability, the data subject may at any time contact any employee of SPOCS MEDIA GmbH.

g) Right to object Each data subject shall have the right granted by the European legislator to object, on grounds relating to his or her particular situation, at any time, to processing of personal data concerning him or her, which is based on point (e) or (f) of Article 6(1) of the GDPR. This also applies to profiling based on these provisions. SPOCS MEDIA GmbH shall no longer process the personal data in the event of the objection, unless we can demonstrate compelling legitimate grounds for the processing which override the interests, rights, and freedoms of the data subject, or for the establishment, exercise or defense of legal claims. If SPOCS MEDIA GmbH processes personal data for direct marketing purposes, the data subject shall have the right to object at any time to processing of personal data concerning him or her for such marketing. This applies to profiling to the extent that it is related to such direct marketing. If the data subject objects to SPOCS MEDIA GmbH to the processing for direct marketing purposes, SPOCS MEDIA GmbH will no longer process the personal data for these purposes. In addition, the data subject has the right, on grounds relating to his or her particular situation, to object to processing of personal data concerning him or her by SPOCS MEDIA GmbH for scientific or historical research purposes, or for statistical purposes pursuant to Article 89(1) of the GDPR, unless the processing is necessary for the performance of a task carried out for reasons of public interest. In order to exercise the right to object, the data subject may contact any employee of SPOCS MEDIA GmbH. In addition, the data subject is free in the context of the use of information society services, and notwithstanding Directive 2002/58/EC, to use his or her right to object by automated means using technical specifications.

h) Automated individual decision-making, including profiling Each data subject shall have the right granted by the European legislator not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her, or similarly significantly affects him or her, as long as the decision (1) is not is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) is not authorized by Union or Member State law to which the controller is subject and which also lays down suitable measures to safeguard the data subject's rights and freedoms and legitimate interests, or (3) is not based on the data subject's explicit consent. If the decision (1) is necessary for entering into, or the performance of, a contract between the data subject and a data controller, or (2) it is based on the data subject's explicit consent, SPOCS MEDIA GmbH shall implement suitable measures to safeguard the data subject's rights and freedoms and legitimate interests, at least the right to obtain human intervention on the part of the controller, to express his or her point of view and contest the decision. If the data subject wishes to exercise the rights concerning automated individual decision-making, he or she may, at any time, contact any employee of SPOCS MEDIA GmbH.

i) Right to withdraw data protection consent Each data subject shall have the right granted by the European legislator to withdraw his or her consent to processing of his or her personal data at any time. If the data subject wishes to exercise the right to withdraw the consent, he or she may, at any time, contact any employee of SPOCS MEDIA GmbH.

1. Data Protection Provisions about the Application and Use of Google Analytics (with anonymization function) On this website, the controller has integrated the component of Google Analytics (with the anonymizer function). Google Analytics is a web analytics service. Web analytics is the collection, gathering, and analysis of data about the behavior of visitors to websites. A web analysis service collects, inter alia, data about the website from which a person has come (the so-called referrer), which sub-pages were visited, or how often and for what duration a sub-page was viewed. Web analytics are mainly used for the optimization of a website and to carry out a cost-benefit analysis of Internet advertising. The operator of the Google Analytics component is Google Ireland Limited, Gordon House, Barrow Street, Dublin, D04 E5W5, Ireland.

The purpose of the Google Analytics component is to analyze the traffic on our website. Google uses the collected data and information, inter alia, to evaluate the use of our website and to provide online reports, which show the activities on our websites and to provide other services concerning the use of our Internet site for us.

Google Analytics places a cookie on the information technology system of the data subject. The definition of cookies is explained above. With the setting of the cookie, Google is enabled to analyze the use of our website. With each call-up to one of the individual pages of this Internet site, which is operated by the controller and into which a Google Analytics component was integrated, the Internet browser on the information technology system of the data subject will automatically submit data through the Google Analytics component for the purpose of online advertising and the settlement of commissions to Google. During the course of this technical procedure, the enterprise Google gains knowledge of personal information, such as the IP address of the data subject, which serves Google, inter alia, to understand the origin of visitors and clicks, and subsequently create commission settlements.

The cookie is used to store personal information, such as the access time, the location from which the access was made, and the frequency of visits to our website by the data subject. With each visit to our Internet site, such personal data, including the IP address of the Internet access used by the data subject, will be transmitted to Google in the United States of America. These personal data are stored by Google in the United States of America. Google may pass these personal data collected through the technical procedure to third parties.

The data subject may, as stated above, prevent the setting of cookies through our website at any time by means of a corresponding adjustment of the web browser used and thus permanently deny the setting of cookies. Such an adjustment to the Internet browser used would also prevent Google Analytics from setting a cookie on the information technology system of the data subject. In addition, cookies already in use by Google Analytics may be deleted at any time via a web browser or other software programs.

In addition, the data subject has the possibility of objecting to a collection of data that are generated by Google Analytics, which is related to the use of this website, as well as the processing of this data by Google and the chance to preclude any such. For this purpose, the data subject must download a browser add-on under the link https://tools.google.com/dlpage/gaoptout and install it. This browser add-on tells Google Analytics through a JavaScript, that any data and information about the visits of Internet pages may not be transmitted to Google Analytics. The installation of the browser add-ons is considered an objection by Google. If the information technology system of the data subject is later deleted, formatted, or newly installed, then the data subject must reinstall the browser add-ons to disable Google Analytics. If the browser add-on was uninstalled by the data subject or any other person who is attributable to their sphere of competence, or is disabled, it is possible to execute the reinstallation or reactivation of the browser add-ons.

Further information and the applicable data protection provisions of Google may be retrieved under https://www.google.com/intl/en/policies/privacy/ and under http://www.google.com/analytics/terms/us.html. Google Analytics is further explained under the following link https://www.google.com/analytics/.

 

FAIR.XYZ - Terms and Conditions

Last Updated: March 2023

Welcome to Fair.xyz, owned and operated by FAIR.XYZ LIMITED, a company registered in England and

Wales, with company number 13932039 and registered office at 35 Ballards Lane, London, United

Kingdom, N3 1XW (we or us) .

These Terms and any documents referred herein (the Terms) govern your access to and use of our website at https://fair.xyz (the Website), our APIs, and any other solutions, software, tool, features or functionality in relation thereto, in order to, inter alia, view, explore, and trade NFTs (the Services).

By using our Services or expressly accepting our Terms, you agree to be bound by these Terms. You may not access or use our Services if you do not agree to or accept our Terms.

1. Definitions

1.1. In these Terms:

(a) “Account” refers to your account on our Services, which will be associated with your linked

blockchain address when you connect your Wallet to our Services;

(b) “Collection” means a collection of NFTs sold by a Creator;

(c) “Commission” has the meaning given to it in Clause 10.3(b);

(d) “Creator Terms” means the contract between you and the Creator for the purchase of an

NFT sold by a Creator;

(e) “Creators” are individuals or other persons selling a collection of NFTs or other collectibles

using our Services;

(f) “Fees” means any fees, commissions, royalties and other charges established from time to

time;

(g) “Gas” is a fee paid to Ethereum miners who perform transactions on your behalf, and which

is paid through your own Wallet application;

(h) “IPFS” is a peer-to-peer protocol allowing the storage of NFTs’ metadata;

(i) “Mint Fees” are the service fees established by and payable to us on the purchase of NFTs,

and may be amended by us from time to time in our absolute discretion;

(j) “NFTs” are non-fungible tokens or similar digital items implemented on a blockchain (such

as the Ethereum blockchain) that can be sold and traded by using smart contracts to link or

otherwise be associated with certain content or data;

(k) “Service Fees” has the meaning given to it in Clause 10.3(a);

(l) “Smart Contract” refers to computer program or transaction protocol intended to

automatically execute a transaction between a User and a Creator, and which is stored on

a decentralised blockchain network;

(m) “Wallet” means any device, program or services which allows you to store your public

and/or private keys for cryptocurrency transactions;

(n) “you/r” or “User” means you as the user of our Services;

(o) references to Clauses are to clauses of these Terms;

(p) headings are used for ease of reference only and shall not affect the interpretation or

construction of these Terms;

(q) words imparting the singular shall include the plural and vice versa. Words imparting a

gender shall include every gender and references to persons shall include an individual,

company, company, corporation, firm or partnership; and

(r) references to include or including or like words or expressions shall mean without

limitation.

2. Your Status

2.1. By using our Services, you warrant that you are at least 18 years old. You must not access or use

our Services if you are under 18 years old.

2.2. If you use the Services on behalf of another person, you are considered to be using the Services

for both yourself and that person. In such a case, you represent and warrant that:

(a) you are an authorised representative of that person;

(b) you have authority to bind the person to these Terms; and

(c) you agree to these Terms on that person’s behalf.

3. Our Role

3.1. We are not a Wallet provider, exchange, broker, financial institution or creditor, and we do not

provide any financial advice.

3.2. We are a platform facilitating transactions between Creators and Users, and we are not a party

to any agreement between you and any Creators. You are responsible for reviewing any

transactions, including verifying the identity, legitimacy and authenticity of any NFTs or other

collectible, and any content associated with it, that you purchase from Creators using our

Services. Whilst we do carry out certain checks on our Creators and their Collection, we do not

warrant that Collections, or any content associated therewith, will be legitimate or authentic, or

will function as expected.

4. Creating an Account

4.1. In order to create an Account with us, and use our Services, you must use a third party Wallet

provider authorised by us. However, we do not recommend or endorse any Wallet providers, or

have any sort of affiliations or connections with these providers. Your Account will be associated

with your Wallet address; however, we allow Users to add a profile picture or a banner to their

Account.

4.2. By using your Wallet to use the Services, you warrant that you comply with the terms and

conditions of your Wallet provider. We do not operate, maintain or have any possession or

control over your Wallet; we cannot retrieve or transfer any NFTs or other contents in your

Wallet.

4.3. We have no responsibility over, and shall not be liable for, any issues relating to the Wallet. You

are solely responsible for keeping your Account and Wallet secure, and ensuring that you do not

share any passwords or seed phrases with any other person. We will never ask for your

passwords or seed phrases relating to your Wallet. We will not be responsible for any acts or

omissions by you, or an unauthorised third party, if your Account or Wallet has been

compromised. Please immediately contact your Wallet provider in the event of an issue with your

Wallet.

4.4. You must immediately contact us (here: launch@fair.xyz) in the event of any suspicious activities

regarding our Services or your Account, or your Wallet.

4.5. We reserve the right to immediately suspend, disable or terminate your Account at any time and

for any reason, in particular if, or if we suspect that:

(a) you are using your Account for money laundering purposes or any other illegal or

fraudulent activities;

(b) you are providing us with false or concealed information;

(c) you are attempting to or have purchased NFTs using inappropriate methods, such as by

using stolen funds, or by attempting to retain the Fees whilst executing a transaction;

(d) you are using bots or other forms of automation in using our Services;

(e) your Wallet has been compromised; or

(f) you have breached these Terms.

5. Acceptable Use Policy

5.1. Your use of the Services shall be in accordance with our Acceptable Use Policy

(https://fair.xyz/acceptable) which form part of these Terms.

5.2. We reserve the right to hide or take down any Collection, NFT, contract or other any other items

that are affected by any issues, or where we believe, at our absolute discretion, that they violate

our Acceptable Use Policy. You agree that such event does not give rise to a ground for a claim

against us. Even if the items are hidden or taken down from our Website or our Services, they

are still on available on IPFS.

6. Smart Contracts and Creator Contracts

6.1. We provide Creators with a template Smart Contract, which they may use fully or partially to sell

their Collection. We are not a party to any Smart Contract between you and a Creator.

6.2. The Creator should not be able to amend the Smart Contract once the Collection has been

launched and the minting process has started. However, we do not warrant that the Creator will

not amend the Smart Contract in a way that is not authorised by us.

6.3. As a Smart Contract is a computer program, we may need, and reserve the right, to update,

upgrade or replace any such Smart Contract to add features or fix bugs, and/or require that your

NFTs be migrated to a new Smart Contract. In such a case, we will bear the costs of deployment,

and you will bear the costs of the migration (and any associated costs thereof, such as Gas).

6.4. The Smart Contracts require all properties of an NFT to be stored on IPFS. Adding data to IPFS

creates a content identifier (CID) which sets out information about each NFT, including the name

and description of the NFT and the Collection to which it belongs, a uniform resource identifying

number which identifies the image(s) of the NFT, and other metadata. Because each CID refers

only to one piece of content, no Creator or third party should be able to replace or modify the

content without breaking the link. Even if the Creator or its Collection disappears, the CID relating

to the NFT you purchased should remain available on IPFS. Whilst using IPFS to store NFTs is

relatively secure, it is not without risks, and you agree not to hold us responsible or liable for any

loss of data in relation to any NFT stored on IPFS.

6.5. The Smart Contract allows for the transaction to take place, and shows ownership of an NFT.

However, whilst you may own an NFT (which is represented on the blockchain), that ownership

may be subject to licences relating to aspects of intellectual property rights and other rights in

and to that NFT, which may be set out in the Creator Terms. We do not guarantee that NFTs sold

by Creators on our Website will be unique, original or of quality.

7. Intellectual Property Rights

7.1. Our Website, Services, and all content or materials therein, including the “look and feel”, logos,

trade names, trade marks, designs, texts, graphics, pictures, information, data, software, sounds

and other files, and the arrangement thereof (Content) are owned by us, or our affiliates or

licensors. You may not copy, distribute, communicate to the public, creative derivatives of or in

any way use the Content whether in whole or in part, or use any framing techniques, without our

prior written approval.

7.2. You may provide us with feedback, comments and suggestions for improvements of our Services

or Website (Feedback) by sending us emails, or interacting with us through Twitter, Discord or

other platforms. You hereby assign to us any rights, titles and interests you may have in any such

Feedback, and waive any moral rights in relation thereto. You agree that we may use and disclose

any such Feedback in our absolute discretion without any compensation to you, or attributing

any such Feedback to you.

7.3. You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable and

personal licence to access and use our Services and Website, subject to your compliance with

these Terms. Any licence to or assignment of any rights in any NFTs or Collections is solely at the

discretion of the Creator, in accordance with the Creator Terms.

7.4. You hereby grant us a limited, non-exclusive licence to use a representation of any NFT you

purchase through our Services for the purpose of advertising and marketing our Website and/or

Services.

8. Claim of Infringement of Intellectual Property Rights

8.1. If you believe that any Collection or NFT infringes your intellectual property rights, you must

immediately inform us by writing to launch@nft.xyz, and must provide all information we require

to review your claim, including:

(a) your contact details and proof of ID;

(b) a description of the copyrighted work or mark that you claim has been infringed;

(c) proof of ownership of the original work which has been allegedly copied or used without

permission;

(d) a written statement by you that: (i) you are making this claim in good faith, (ii) any

information provided is accurate, and (iii) you are authorised to make such statement; and

(e) your signature,

(your Claim).

8.2. We aim to review your Claim as soon as reasonably practicable, and reserve the right, but shall

not be obliged, to terminate, disable or suspend the account or Collection of the alleged infringer.

9. Third Party Links and Services

9.1. Our Website and/or Services may contain links or functionality to access or use third-party

websites or platforms, or otherwise display materials of third parties. When you leave our

Website and/or Services by clicking on any link, you do so at your own risk and must comply with

the terms of these third party websites or platforms. We are not responsible or liable for any

such third party websites, platforms of materials, and do not review, approve, monitor, endorse

or make any representation in relation to these third party websites, applications or materials.

9.2. We offer the option for you to purchase NFTs using a credit or debit card through a third party

supplier, Winter Corp. Winter Corp will convert your fiat currency to USD (insofar as you wish to

pay with another currency), and then to ETH in order for you to purchase NFTs on our Website.

Your use of Winter Corp’s payment processing service will be subject to fees set out by Winter

Corp, which may include fees payable to Winter Corp to carry out the conversion into ETH on

your behalf. We are not responsible or liable for Winter Corp and do not review, approve,

monitor, endorse or make any representation in relation to Winter Corp. We encourage you to

review Winter Corp’s terms of service.

10. Fees, Commissions, Royalties and other Charges

10.1. In buying NFTs directly from Creators using our Services, you may be subject to Gas fees. We are

not responsible for any Gas fees which you may be required to pay through any interactions with

the blockchain in using our Services. You set the Gas fees through your own Wallet application,

and based on the market conditions on Ethereum.

10.2. In buying NFTs through our Services, you will be subject to our Mint Fees, which will be collected

immediately and automatically on the purchase of any NFT through our Services. Our Services

are currently at 0.00087ETH per NFT purchased, but may change from time to time at our

absolute discretion. For the avoidance of doubt, if you purchase several NFTs in one single

transaction, you will be charged the above amount per NFT purchased. If you have purchased

several NFTs in a one transaction, but only some NFTs were still available for purchase at the

time of the transaction, we will automatically refund the Mint Fees paid for the NFTs you were

unable to purchase. Refunds of Mint Fees in relation to NFTs purchased with credit or debit cards

may take up to a few hours.

10.3. We do not currently allow secondary sales through our Services. However, when we do, you may

be subject to other fees, a breakdown of which will be made available to you prior to your resale

or transfer of an NFT. Such Fees may include:

(a) service fees established and payable to us (Service Fees) on resale. Service Fees may be

amended by us from time to time in our absolute discretion;

(b) commissions on secondary sales of NFTs and other collectibles, established by and payable

to the Creators of any such NFTs or collectibles (Commissions). Commissions are in the sole

discretion of the Creator and may range from 0% to 100%. You understand that you will

not make any proceeds of sale where an NFT or other collectible is subject to 100% of

Commission; and

(c) Gas, for any transaction.

10.4. Fees are paid or payable solely in the manner and currency we determine. We currently require

all payments to be made automatically and immediately on purchase of an NFT in ETH.

10.5. All transactions carried out through our Services are final and binding. Unless otherwise set out

in this agreement, all fees are non-refundable except at our absolute discretion (for Mint Fees,

Service Fees and other fees within our control), or at applicable third parties’ discretion (Creators,

Ethereum miners, etc.), even if you made a mistake, such as for example transferring NFTs to an

incorrect Wallet address, or were hacked.

11. No Warranties

11.1. Except where otherwise expressly provided herein, to the maximum extent permitted by

applicable law, our Services and Website are provided “as is” without warranty of any kind, either

expressed or implied, including any implied warranty of merchantability, satisfactory quality,

non-infringement or fitness for a particular purpose. Whilst we endeavour to make the Website

and the Services available 24 hours a day, we cannot be liable if for any reason the Website or

our Services are unavailable for any time or for any period. We do not guarantee that the Services

or the Website will be uninterrupted or error-free, or comply with regulatory requirements, free

of viruses or other harmful components. Due to the nature of the Internet, this cannot be

guaranteed. In addition, we may occasionally need to carry out repairs, maintenance or

introduce new facilities and functions.

11.2. We do not warrant that any information on our Website or Services is accurate, complete,

reliable, current or error-free and we will not be liable for any loss taken in relation to any such

information.

12. Limitation of liability

12.1. Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by

our negligence, fraud or fraudulent misrepresentation, and/or any other liability which may not

be limited or excluded by applicable law.

12.2. In performing any obligation under these Terms, our only duty is to exercise reasonable care and

skill.

12.3. We are not selling any NFTs, or other items through our Services; we provide a marketplace for

you to connect with Creators and other Users to purchase NFTs and other items directly from

them. Subject to Clause 12.112.1:

(a) ownership of NFTs is maintained in the associated blockchain, i.e the Ethereum network;

we do not control and cannot otherwise interfere with a transfer of title or right in any

NFTs, and will not accept liability or be responsible for any losses, damages or costs

incurred as a result of vulnerability or failure of any third party software (including Wallets),

blockchains or other any features of any NFTs;

(b) we shall not accept any liability in relation to any NFTs or other items, or any loss thereof

for any reason, including where such losses, damages or claims arise from:

(i) user errors, incorrectly constructed transactions, or mistyped Wallet addresses;

(ii) server failures or data loss;

(iii) unauthorised access or use of your Wallet or the Services; or

(iv) unauthorised third party activities, including the use of viruses, phishing,

bruteforcing or other means of attack against the Services, the Website or NFTs;

(c) we shall not accept liability in respect of any Collections which we decide to take down

from our Services, whether such take down is carried out before, during or after your

purchase of any NFT in any such Collection where we believe that such Collection breached

the Creator Terms and Conditions, or otherwise infringe the rights of any third parties. We

reserve the right to take down any Collection at any time, without prior warning or consent;

(d) we do not warrant and we exclude all liability in respect of the accuracy, legitimacy,

completeness, or legality of any information accessed using our Services, and we exclude

all liability of any kind of any transmission or receipt of any material of whatever nature;

and

(e) you should not rely on any information accessed using our Services to make a purchasing

decision; you should make your own enquiries before forming your own opinion and taking

an action based on any such information.

12.4. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a

foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, but

we are not responsible for any loss or damage that is not foreseeable. Loss or damage is

foreseeable if either it is obvious that it will happen or if, at the time you created your Account,

both we and you knew it might happen.

12.5. We only provide access to the Services for domestic and private use. If you use the Services for

any commercial, business or re-sale purpose (which include the sale or resale of NFTs for revenue

or profits), we will have no liability to you for any loss of profit, loss of business, business

interruption, or loss of business opportunity.

12.6. Save as provided in Clause 12.1, our maximum liability in relation to your use or inability to use,

or delay in use of the Services, or any material in it or accessible from it, or from any action or

decision taken as a result of using the Services or any such material, shall be the amount of

Service Fees we took in relation to the transaction, in that cryptocurrency, to which your claim

relates.

13. Risks of Blockchain Technology

13.1. You understand and agree that:

(a) there are currently no clear tax frameworks relating to NFTs. You are solely responsible for

determining and paying any taxes that may apply to your transactions whilst using our

Services. We are not responsible for determining taxes that may be applicable in your

jurisdiction;

(b) the value of any NFT is directly affected by the price of cryptocurrency which is highly

volatile. The fluctuation of the price of cryptocurrency may materially influence the price

of NFTs, and you acknowledge that you may lose money as a result;

(c) the value of an NFT is subjective and dictated by the market. A lack of interest in any NFT,

the Creator, or the public may influence the price of the NFT, and its potential utility,

resulting in a loss of money;

(d) the United Kingdom does not currently impose any regulations on blockchain technologies,

such as NFTs. The regulatory regime over blockchain technologies remains uncertain, and

new laws and regulations which may come into force to regulate blockchain technologies

in the near future may adversely impact the use of our Services, and the price or utility of

NFTs;

(e) you must have undertaken sufficient research before buying, selling, transferring or

otherwise using any NFTs or otherwise interacting with any NFTs, or other Users or

Creators. There are risks associated with peer-to-peer transactions, such as buying and

selling items as they may be counterfeited, infringe on the rights of others, be vulnerable

to metadata decay, be transferred through smart contracts which may have bugs, and/or

become impossible to transfer. We do not guarantee that the items you purchase using our

Services will not be subject to any of the above-mentioned issues or other adverse issues;

(f) we do not control any public blockchains that you interact with in using our Services;

similarly, unless otherwise stated, we do not control certain smart contracts and protocols

which you will have to use in order to complete transactions on these public blockchains;

(g) blockchain transactions, by nature, are irreversible, and we cannot reverse any transactions

on the blockchains. This also means that there is no option for you to return, cancel or

exchange any items once you have accepted the contract and the transfer is completed;

(h) there are risks with using the Internet and blockchain technologies or blockchain-based

products. We are not responsible for any issues associated with hardware, software or

Internet connections in the event malicious software is introduced or unauthorised third

parties access your Account or Wallet;

(i) we are not responsible for any communication failures, disruptions, errors, distortions or

delays that you may experience when using our Services or any blockchain or other

networks, howsoever caused; and

(j) our Services may rely on third party platforms and suppliers. Issues with these third party

platforms and suppliers may affect your use of the Services.

14. Modification of the Services

14.1. We may change or update our Website or Services and any content therein without warning to

you.

14.2. As we grow and develop our Services, we might sometimes need to provide additional terms for

a specific service, and such services will be deemed part of the Services and subject of to the

Terms. In the event of a conflict between these Terms and the specific terms, the specific terms

will prevail for the specific services.

15. Data Protection

Please see our Privacy Policy (https://fair.xyz/privacy) which forms part of these Terms.

16. Notices

16.1. Any notice you wish to send us under these Terms shall be in writing and may be sent by personal

delivery, or pre-paid or recorded delivery at our registered address set out at the beginning of

these Terms or by email to launch@fair.xyz. Any such notice will be deemed to have been served

two business days after the same has been posted if you are sending the notice from the UK, or

if by email, on the date of transmission provided that no notice of failure to transmit the email is

received.

16.2. If we are to provide you with any notice under these Terms, any such notice will be made

available on our Website or Services and/or to any email address that you have provided with us

in contacting us or sending us a notice. Any such notice will be deemed to have been served when

posted on our Website, or if by email on the date of transmission provided that no notice of

failure to transmit the email is received.

17. Non-Waiver of Rights

If either party fails or delays in exercising any of its rights under the Terms, it will not prevent

either party from taking any steps against the other party at a later stage; unless any such rights

have been waived.

18. Severability

If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability

of the rest of these Terms.

19. Non-Assignment

You shall not assign, transfer, novate, charge, sub-contract, create any trust over, or deal in any

manner with these Terms or all or any of your rights, interests or obligations under these Terms.

20. No Partnership

Nothing in these Terms shall create or be deemed to create a partnership, an agency or a

relationship of employer and employee between you and us.

21. No Third Party Rights

A person who is not a party to these Terms shall not have any rights under the Contracts (Rights

of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right

or remedy of a third party which exists, or is available, apart from that Act.

22. Dispute Resolution

If you have a potential claim against us, you shall first, prior to initiating any proceedings, contact

us by sending an email to launch@fair.xyz (Claim Notice) describing the nature of your claim and

provide us with as much information, documentation and evidence we reasonably require for us

to assess your claim. If so requested by us, the parties will negotiate in good faith to seek

resolution of your claim. In which case, you agree not to bring proceedings against us for at least

60 days from the date of your Claim Notice.

23. Governing Law and Jurisdiction

23.1. These Terms and all non-contractual relationships arising out of or connected to them shall be

governed and construed in accordance with English Law.

23.2. You submit to the exclusive jurisdiction of the English courts to settle any dispute or claim which

may arise under, or in respect of, these Terms, except where by law, such dispute or claim must

be brought in the jurisdiction in which you are domiciled, or where the relevant law contains

mandatory provisions that override such exclusive jurisdiction.

24. Amendment to these Terms

We reserve the right to amend these Terms at any time. All amendments to these Terms will be

posted online. Continued use of the Services will be deemed to constitute acceptance of the new

Terms. If you do not agree with any amendments to our Terms, you must immediately stop using

our Services.

                                         Joint Controller Agreement

Purpose and Scope

1.1 The Parties have agreed to jointly determine the purposes and means of processing personal data in relation to their collaboration, as described in the underlying agreement or project.

1.2 This Agreement sets out the terms and conditions under which the Parties will jointly process personal data as independent controllers.

 

Definitions

2.1 "Personal Data" refers to any information relating to an identified or identifiable individual, as defined in applicable data protection laws and regulations.

2.2 "Processing" means any operation or set of operations performed on personal data, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, restriction, erasure, or destruction.

 

Obligations of the Parties

3.1 Each Party agrees to comply with its obligations under applicable data protection laws and regulations concerning the processing of personal data.

3.2 Each Party shall implement appropriate technical and organizational measures to ensure the security and confidentiality of the personal data processed.

 

Roles and Responsibilities

4.1 Each Party acts as an independent data controller and is responsible for complying with its respective obligations under applicable data protection laws and regulations.

4.2 The Parties shall cooperate in good faith to ensure compliance with data protection laws and regulations, including responding to data subject requests, data breaches, and other relevant matters.

 

Data Subjects' Rights

5.1 Each Party shall be responsible for responding to data subject requests relating to the personal data it processes, in accordance with applicable data protection laws and regulations.

5.2 The Parties shall promptly inform each other if they receive any data subject request related to the jointly processed personal data.

 

Data Transfers

6.1 If personal data needs to be transferred between the Parties, such transfers shall be conducted in compliance with applicable data protection laws and regulations.

6.2 The Parties shall enter into additional agreements or arrangements, if necessary, to ensure the lawful transfer of personal data.

 

Data Breaches

7.1 Each Party shall notify the other Party without undue delay in the event of a personal data breach concerning the jointly processed personal data.

7.2 The Parties shall cooperate and assist each other in investigating and remediating any personal data breaches.

 

Term and Termination

8.1 This Agreement shall remain in effect until the completion of the collaboration or as otherwise terminated by mutual agreement.

8.2 Either Party may terminate this Agreement in the event of a material breach by the other Party, with prior notice.

 

Governing Law and Jurisdiction

9.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

9.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

 

By clicking the "Accept" button, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Joint Controller Agreement.