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FUNKI TERMS OF USE

Last Updated: April 15, 2024

1. Introduction and Acceptance​

GIN Management Company Limited ("FUNKI", "we", "our" or "us") hereby offers you, the user, the opportunity to engage with our comprehensive array of blockchain-related services (collectively, the "Services"), which encompass the following components:

  • The FUNKI Protocol, which facilitates user engagement by providing a streamlined mechanism for processing transactions on the Ethereum network, enabling the exchange of data between the Ethereum blockchain and the FUNKI Mainnet, as well as offering a platform for interaction with an assortment of smart contract applications that are deployed on the FUNKI Mainnet.
  • The FUNKI Gateway Interface, a sophisticated web-based portal designed to allow users to seamlessly connect a compatible non-custodial software wallet, herein referred to as a "Web3 Wallet", which serves as a conduit for initiating transactions on the FUNKI Mainnet and for transferring digital assets across various blockchains, including Ethereum and FUNKI Mainnet, as well as interoperating with other blockchains through integrations with third-party bridge services.
  • The FUNKI NFT Service, a specialized offering that enables qualified participants to mint non-fungible tokens, known as Replica NFTs, on the FUNKI Mainnet, complete with customizable attributes, herein referred to as "Attributes". These Replica NFTs are indelibly associated with the user's wallet address and are designed to be transferrable, facilitating their utilization within decentralized applications that operate on the FUNKI Mainnet.
  • The FUNKI Marketplace, an online platform engineered to facilitate the exchange of NFTs between buyers and sellers. While FUNKI acts as the host for the marketplace and manages the processing of payments, it is important to note that FUNKI does not assume the role of a contracting party in any agreements that may arise between users within the marketplace. Users are solely responsible for the payment of all taxes, as defined and imposed by any relevant governmental authority, in connection with their utilization of the platform. This includes, but is not limited to, any taxes levied on the acquisition, ownership, or transfer of NFTs.
  • Connectivity options that allow for integration with select third-party services and decentralized applications (collectively referred to as "Third-Party Services" or "Dapps"), which are made accessible through the FUNKI Gateway Interface. It is imperative to acknowledge that the use of these Third-Party Services is governed by their own respective terms and conditions

YOUR DECISION TO ACCESS OR ENGAGE WITH ANY OF THE SERVICES SIGNIFIES YOUR UNEQUIVOCAL AGREEMENT TO BE BOUND BY THESE TERMS OF USE, INCLUSIVE OF ALL TERMS INCORPORATED HEREIN BY REFERENCE. SHOULD YOU FIND YOURSELF IN DISAGREEMENT WITH ANY PORTION OF THESE TERMS IN THEIR ENTIRETY, YOUR REMEDY IS TO REFRAIN FROM ACCESSING OR UTILIZING THE SERVICES.

Please be aware that FUNKI reserves the exclusive right to revise or modify these Terms at any time, in accordance with our sole discretion. In the event that we effectuate material alterations to these Terms, we will endeavor to provide you with advance notice prior to the activation of the new terms. Your continued access to or use of the Services subsequent to the implementation of any revisions signifies your consent to be governed by the Terms as modified.

2. Eligibility​

To be granted access to or to make use of the Services, you must satisfy certain eligibility criteria. Specifically, you must have attained the age of majority, being at least 18 years of age, and you must possess the requisite legal capacity to enter into binding agreements, such as these Terms. Additionally, you must ensure that you are not designated as a Prohibited Person under any prevailing sanctions laws. It is your responsibility to ensure adherence to all applicable laws and regulations in the course of utilizing the Services. Your compliance with these legal requirements is not only expected but is also a condition precedent to your continued use of the Services.

FUNKI Marketplace Restricted Countries: Purchase of NFTs on FUNKI Marketplace is not authorized to residents or persons located in any of the following countries: China (Mainland), Iran, North Korea, Albania, Botswana, Barbados, Mauritius Island, Burkina Faso, Cambodia, Cayman Islands, Haiti, Jamaica, Jordania, Mali, Malta, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Russia, Senegal, South Sudan, Syria, Turkey, Uganda, Yemen and Zimbabwe.

3. Disclaimers and Assumption of Risk​

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FUNKI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FUNKI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, OR FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN.

YOU UNDERSTAND THAT THE SERVICES, INCLUDING THE FUNKI PROTOCOL, THE FUNKI GATEWAY INTERFACE, THE FUNKI NFT SERVICE, AND THE FUNKI NFT MARKETPLACE, ARE INNOVATIVE AND EXPERIMENTAL IN NATURE. AS SUCH, THEY MAY BE SUBJECT TO INHERENT RISKS INCLUDING UNFORESEEN BUGS, SECURITY VULNERABILITIES, AND THE EVOLVING REGULATORY LANDSCAPE. FUNKI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS OR DEFECTS.

FUNKI MARKETPLACE DISCLAIMERS AND ASSUMPTION OF RISK: (A) YOU ACKNOWLEDGE THAT THE FUNKI MARKETPLACE IS AN EXPERIMENTAL AND DECENTRALIZED PLATFORM FACILITATING PEER-TO-PEER EXCHANGE OF NFTS BETWEEN BUYERS AND SELLERS, GOVERNED BY SMART CONTRACTS ON THE FUNKI MAINNET. (B) FUNKI DOES NOT HAVE CUSTODY OR CONTROL OVER THE NFTS LISTED ON THE MARKETPLACE OR THE DEPLOYED SMART CONTRACTS. OWNERSHIP RECORDS EXIST SOLELY ON THE FUNKI MAINNET BLOCKCHAIN. (C) YOU ASSUME ALL RISKS OF UTILIZING THE MARKETPLACE, INCLUDING VOLATILITY OF NFT PRICES TIED TO CRYPTOCURRENCY MARKETS, POTENTIAL UNDISCOVERED TECHNICAL VULNERABILITIES, AND THE EVOLVING REGULATORY LANDSCAPE FOR BLOCKCHAIN TECHNOLOGIES. (D) YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE AUTHENTICITY, LEGALITY, AND FUNCTIONALITY OF ANY NFTS, ACCOUNTS OR COLLECTIONS YOU INTERACT WITH ON THE MARKETPLACE, INCLUDING ENSURING COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS AND SANCTIONS REGULATIONS.

BY UTILIZING THE SERVICES, YOU ACCEPT AND ASSUME ALL RISKS THAT MAY BE ASSOCIATED WITH YOUR ENGAGEMENT WITH BLOCKCHAIN TECHNOLOGY, DIGITAL ASSETS, AND SMART CONTRACTS, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF FINANCIAL LOSS, TECHNICAL GLITCHES, COMPROMISED SECURITY MECHANISMS, AND POTENTIAL REGULATORY SCRUTINY. FURTHERMORE, YOU ACKNOWLEDGE THAT YOUR INTERACTION WITH ANY WEB3 WALLET IS SUBJECT TO THE TERMS AND CONDITIONS ESTABLISHED BY THE RESPECTIVE WALLET PROVIDER, AND THAT FUNKI DOES NOT EXERT ANY CONTROL OVER THE FUNKI MAINNET OR ANY OTHER BLOCKCHAIN NETWORK THAT YOU MAY INTERACT WITH THROUGH THE SERVICES.

4. Prohibited Activities​

In your use of the Services, you covenant and agree to abide by all applicable local, state, national, and international laws and regulations, and you shall not infringe upon the rights of others, including but not limited to intellectual property rights, privacy rights, and contractual rights. You are solely responsible for all acts and omissions that occur under your account or password, including the content of your transmissions through the Services. Without limiting the foregoing, you agree not to:

  • Engage in any activity that may disrupt, impair, or interfere with the proper working of the Services or which may inhibit other users' ability to enjoy the Services in any way.
  • Utilize the Services in connection with any illegal or illicit activities, including but not limited to those that support money laundering, terrorism, or other activities that are prohibited under applicable law.
  • Access the Services through any automated means, including but not limited to, robots, spiders, or scrapers, other than those provided or authorized by FUNKI.
  • Use the Services from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries.
  • Infringe upon or violate any third-party intellectual property rights, including copyrights, trademarks, publicity rights, or other proprietary rights. You must not upload, share, or sell any content that you do not have the rights to distribute.
  • Evade, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content therein.
  • Introduce or disseminate any software, virus, worm, Trojan horse, or other harmful or disruptive element to the Services, or otherwise interfere with the integrity of the Services.
  • Publish, post, upload, distribute, or disseminate any content that is slanderous, defamatory, obscene, pornographic, abusive, harassing, illegal, or otherwise objectionable according to the standards of FUNKI.
  • Conduct or forward surveys, contests, pyramid schemes, or chain letters, or post unsolicited advertising, promotional materials, or other forms of solicitation to other users.
  • Promote or encourage any third party to carry out any prohibited activities as outlined in these Terms of Use.

5. Limitation of Liability​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUNKI, INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT FUNKI HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

6. Indemnification​

You agree to defend, indemnify, and hold harmless FUNKI, its affiliates, and their respective officers, employees, directors, agents, and successors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to:

  • Your use of the Services;
  • Your submission, posting, or transmission of any content through the Services that violates any third-party right, including without limitation any copyright, trademark, trade secret, or other intellectual property or proprietary right;
  • Any other party's access and use of the Services with your unique username, password, or other appropriate security code;
  • Any violations of these Terms related to your NFT listings or transactions on the Marketplace;
  • Any disputes, misrepresentations or illegal conduct involving other users on the Marketplace;
  • Any technical issues, vulnerabilities or failures associated with NFTs or smart contracts you listed or interacted with on the Marketplace;
  • Your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative, and legislative authorities; or
  • Any misrepresentation made by you.

You will cooperate as fully required by FUNKI in the defense of any claim. FUNKI reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of FUNKI. This indemnification obligation will survive the termination of these Terms and your use of the Services.

7. Intellectual Property Rights​

The Services, including the FUNKI Protocol, Gateway Interface, NFT Service, Marketplace, and all underlying technology, software, algorithms, user interfaces, graphics, logos, designs, text, images, and other content ("FUNKI Content") are the proprietary property of FUNKI, its affiliates, partners, licensors, or other content providers. The compilation of all FUNKI Content is the exclusive property of FUNKI and is protected by intellectual property laws.

  • Limited License: The Terms grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services strictly for your personal, non-commercial purposes. This license is subject to your full compliance with these Terms and does not include any right to:
    • Sell, resell, or use commercially the Services or any Content;
    • Collect and use any product listings, descriptions, or prices;
    • Make derivative uses of the Services or any Content;
    • Download (other than page caching), copy, or transmit any Content for the benefit of any third party;
    • Use any data mining, robots, or similar data gathering and extraction tools.
  • Ownership of NFTs and Associated Content: FUNKI does not claim ownership over any NFTs listed or sold through the FUNKI Marketplace. All rights associated with the NFTs, including rights to any underlying digital content or data linked to the NFTs, are retained by the respective rights holders, creators, or as specified in the NFT metadata and smart contracts deployed by third parties.
  • License Grant to FUNKI: By listing or selling NFTs on the FUNKI Marketplace, you grant FUNKI a worldwide, non-exclusive, royalty-free license to use, copy, transmit, distribute, publicly display, and make derivative works of any content and metadata associated with your listed NFTs, solely for the purpose of operating, promoting, and improving the FUNKI Marketplace and Services.
  • Third-Party Content: The FUNKI Marketplace may contain or interact with third-party content, applications, or services. FUNKI does not control and is not responsible for such third-party content. You are solely responsible for ensuring that your use of any third-party content complies with applicable intellectual property laws and the terms imposed by the respective third-party providers.
  • Infringement Claims: FUNKI will respond promptly to any substantiated claims of intellectual property infringement related to content listed on the Marketplace in accordance with applicable laws. FUNKI reserves the right to hide, remove or disable any allegedly infringing NFT listings upon receiving a properly supported claim. If FUNKI receives a valid infringement notice, it may forward the notice to the user who listed the allegedly infringing content.

8. Dispute Resolution​

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof (collectively, "Disputes"), you and FUNKI agree to seek resolution exclusively through final and binding arbitration, rather than in court. The arbitration shall be conducted in accordance with the Arbitration Rules of the British Virgin Islands International Arbitration Centre ("BVI IAC"), which Rules are deemed to be incorporated by reference into this clause. The tribunal will consist of a single arbitrator to be appointed in accordance with the BVI IAC Rules. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless both parties agree in writing to an alternative location. The language of the arbitration shall be English.

By agreeing to arbitration, you understand and agree that you are waiving your rights to maintain other available dispute resolution processes, such as a court action or administrative proceeding, to settle disputes. Furthermore, you agree to waive any right to a jury trial and the right to participate in any class action lawsuit or class-wide arbitration. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted, and by entering into these Terms, you are giving up the ability to participate in a class action.

The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, FUNKI may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

9. Miscellaneous​

These Terms, including any legal notices and disclaimers contained on the Services, constitute the entire agreement between you and FUNKI concerning your use of the Services. These Terms supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment or modification of these Terms will be effective unless in writing and signed by a duly authorized representative of FUNKI.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The failure of FUNKI to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

FUNKI reserves the right, at its sole discretion, to modify, amend, or replace any part of these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the Services following the posting of any changes to these Terms constitutes acceptance of those changes. FUNKI may also, in the future, offer new services and/or features through the Services (including the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of these Terms.

If FUNKI makes changes that are deemed material, it will provide you with notice as appropriate under the circumstances, such as by displaying a prominent notice within the Services or by sending you an email. FUNKI will determine, in its sole discretion, what constitutes a material change.

Should you wish to receive further clarification regarding these Terms, or if you have any inquiries or concerns, please direct your correspondence to the following email address: legal@ginprotocol.com. Your outreach will be addressed in a timely and professional manner.

Please note that the email address provided herein is for legal inquiries related to the Terms of Use and should not be used for customer service-related issues or questions.

These Terms were last updated on April 15, 2024. Please review regularly to ensure you are aware of any changes. Your continued use of the Services after such updates will constitute acknowledgment and agreement of the modified Terms.