Welcome to the Rialto NFT Marketplace, owned and operated by Zilliqa Research Pte. Ltd. (“Zilliqa”, “we”, “us” or “our”). These terms and conditions (these “Terms”) set out the terms on which we offer you access to and use of the Rialto NFT Marketplace. You hereby confirm that you understand and agree to comply with these Terms, together with any documents that may be expressly referred to and are incorporated by reference herein.
These Terms constitute a legal agreement between you and Zilliqa and govern your access to and use of the Rialto NFT Marketplace, including any content, functionality, and services offered on or through the Rialto NFT Marketplace (collectively, the “Services”). References to “you” or “your” mean you as an individual user of the Rialto NFT Marketplace.
THE RIALTO NFT MARKETPLACE IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. THE RIALTO NFT MARKETPLACE FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF NFTs OR BETWEEN ANY USERS.
YOU ACCEPT FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON THE RIALTO NFT MARKETPLACE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, ZILLIQA MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE RIALTO NFT MARKETPLACE.
Zilliqa reserves the right to change or modify these Terms at any time and at our sole discretion by posting a notification to the Rialto NFT Marketplace website. Any changes to or modifications of these Terms will be in effect as of the “Last Updated Date” referred to at the bottom of this page. You should review these Terms before using the Rialto NFT Marketplace or any Services available thereunder.
You agree and understand that by accessing or using the Rialto NFT Marketplace after the “Last Updated Date” and following any change to these Terms, you are regarded as having accepted and agreed to the revised Terms.
By using the Rialto NFT Marketplace, you affirm that you are of legal age to enter into these Terms, and you accept and are bound by these Terms. You affirm that if you are using the Rialto NFT Marketplace on behalf of an organisation or company, you have the legal authority to bind any such organisation or company to these Terms.
You may not use the Rialto NFT Marketplace if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using the Rialto NFT Marketplace or any of its contents, products or services by applicable law.
In these Terms, the following capitalised terms will have the following meanings:
“Art” means any art, design, and/or drawings (in any form or media, including, but not limited to, video or photographs) that may be associated with an NFT that you Own.
“NFT” means a unique non-fungible token, implemented on the Zilliqa blockchain using smart contracts and offered for auction, sale, or trade on the Rialto NFT Marketplace.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the Zilliqa blockchain network.
“Purchased NFT” means an NFT that you Own.
“Purchaser” means the buyer of an NFT in a transaction conducted on the Rialto NFT Marketplace.
“Seller” means the seller of a Purchased NFT in a transaction conducted on the Rialto NFT Marketplace.
“Third Party IP” means any third-party intellectual property or intellectual property rights, including, but not limited to, patents, patent applications and disclosures, copyrights, trade secrets, trade marks, know-how or any other intellectual property rights recognised in any country or jurisdiction in the world.
"we/us/our/Zilliqa" means Zilliqa Research Pte. Ltd.
"you/your" means the user of the Rialto NFT Marketplace.
“Rialto NFT Marketplace” means this website and its media channels (together with its contents, all sub-websites and all sub-media channels).
Zilliqa retains the sole and absolute discretion to allow or disallow your access to the Rialto NFT Marketplace.
By agreeing to these Terms, you represent and warrant that:
- you are at least 18 years of age (or the minimum age required in your jurisdiction of residence to use the Rialto NFT Marketplace);
- you have the full right, power, and authority to agree to these Terms;
- you are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, the European Union (EU), any EU country, the UK Treasury or the US Office of Foreign Assets Control (OFAC), or any governmental authority in any jurisdiction in which the Rialto NFT Marketplace is available (collectively, “Sanctions”);
- you are not impersonating any other person;
- you will not use the Rialto NFT Marketplace if any applicable laws in your country of residence prohibit you from doing so in accordance with these Terms;
- you have a cryptocurrency wallet capable of supporting and accepting an NFT; and
- you are compliant with all applicable laws, rules and regulations to which you are subject.
- Account Set-up and Security
- Account Registration. You must create an account (“Account”) to use the Rialto NFT Marketplace. To create an Account, we will require you to provide certain registration information about yourself. and we may, in our sole discretion, require you to provide further information and/or documents at any stage during your use of the Rialto NFT Marketplace. By creating an Account, you agree to provide accurate, current and complete registration information about yourself and to maintain and promptly update your account information as necessary. We may, in our sole discretion, refuse, decline, suspend or disable your access to or use of the Rialto NFT Marketplace or your Account, and we reserve the right to reclaim usernames without liability to you.
- Account Security. You are responsible for the security of your Account and your electronic wallet, and you agree to accept responsibility for all activities that occur under your Account. You must not share your login information or other security related information with any other person or allow any other person access to your Account. If you become aware of any unauthorized use of your password or of your Account, you agree to notify us immediately at [email protected]
- Account Transactions. You can use your electronic wallet to purchase, store and engage in transactions using your credit card, or via ZRC-1 Tokens. Transactions that take place on the Rialto NFT Marketplace are managed and confirmed by the Zilliqa blockchain network. You understand that your Zilliqa blockchain network public address will be made publicly visible whenever you engage in a transaction on the Rialto NFT Marketplace.
- Purchase, Sale and Trade of NFTs and associated Tangible Products
- NFT Transactions. The Rialto NFT Marketplace allows you to sell, purchase, collect and showcase NFTs on the Zilliqa blockchain network together with tangible products associated with the NFTs (“Tangible Products”). Such transactions will be governed by, and conducted in accordance with, these Terms.
- Transaction Format. Transactions may occur in one of two formats: (a) a Fixed Price Sale; or (b) an Auction, each as described and defined below:
- Fixed Price Sales. You may enter into a fixed price sale transaction whereby the Seller of the NFT and any associated Tangible Products shall list such NFT and any associated Tangible Products for sale on the Rialto NFT Marketplace at a fixed sale price and the Purchaser may enter into a legally binding agreement to purchase such NFT and any associated Tangible Products by committing to buy the NFT and any associated Tangible Products at the specified sale price, which offer from the Purchaser to buy the NFT and any associated Tangible Products is accepted by the Seller (a “Fixed Price Sale”).
- Auctions. You may enter into an auction transaction whereby the Seller of the NFT and any associated Tangible Products shall list such NFT for sale on the Rialto NFT Marketplace via an auction process as described in Section 5.4 (an “Auction” and, together with a Fixed Price Sale, each a “Sale”).
In connection with a Sale of an NFT and any associated Tangible Products, whether by Fixed Price Sale or Auction, the Seller may set (a) the price of the NFT and any associated Tangible Products in any amount in United States Dollars (USD), ZIL tokens or any other currencies (whether fiat currency or cryptocurrency) as available on the Rialto NFT Marketplace and (b) the number of days for which the Fixed Price Sale offer or the Auction for the NFT and any associated Tangible Products will remain open (the “Sales Period”). In the event that there is no successful Purchaser of the NFT and any associated Tangible Products within the Sales Period set by the Seller, the NFT and any associated Tangible Products will remain unsold and the Sale will be closed at the time set by the Seller on the last day of the Sales Period.
- Listing. In the event that you list an NFT and any associated Tangible Products in a Sale on the Rialto NFT Marketplace, you acknowledge and agree that:
- you must only list an NFT and any associated Tangible Products that you Own;
- your listing must be accurate, current, complete and include all the relevant information on the relevant NFT and any associated Tangible Products;
- your listing must not be misleading (including through the omission of any material information with respect to the NFT and any associated Tangible Products listed for Sale); and
- you acknowledge and accept that any sale of such NFT and any associated Tangible Products will be final and that you will not be able to cancel the same or retain ownership in such NFT and any associated Tangible Products following the completion of the Sale transaction with respect to the relevant NFT and any associated Tangible Products.
We reserve the right, in our sole and absolute discretion, to amend any listing to supplement, remove, or correct information that may be inaccurate or materially misleading.
- Auction Terms. Once initiated, an Auction will last for the entirety of the Sales Period, and the Auction cannot be stopped, amended, modified, cancelled or undone upon the commencement of the Sales Period. The Seller also may set a starting price at which bidding shall commence. Provided that such starting price is met by a bidder, the relevant NFT and any associated Tangible Products will be sold to the highest successful bidder upon the conclusion of the Sales Period. If no starting price is set by the Seller, then the NFT and any associated Tangible Products will be sold to the highest bidder upon the conclusion of the Sales Period no matter what the bid is. Bids placed during an Auction are irrevocable and conditional upon a bidder maintaining a successful Account.
Auction participants are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of an NFT and any associated Tangible Products, simulate demand for an NFT and any associated Tangible Products (i.e., "wash trading"), or any other anticompetitive bidding conduct, including but not limited to “puffing”, “chill bidding”, “shill bidding”, “sham bidding”, or “sock puppet bidding”. Sellers are expressly forbidden from bidding or purchasing their own NFTs and any associated Tangible Products that have been listed in an Auction, especially for the purpose of artificially influencing the price of such NFT and any associated Tangible Products.
You acknowledge and agree to assume the risk of initiating or participating in an Auction and take full responsibility and liability for the outcome of any Auction that you participate in. We shall not be liable to you or any third-party for the outcome of any Auction.
In either case, we have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Rialto NFT Marketplace, or any other payment or transactions that you conduct via the Zilliqa blockchain network.
- Transaction Fees. Every transaction on the Rialto NFT Marketplace requires the payment of a transaction fee (each, a “Transaction Fee”). Except as otherwise expressly stated in these Terms, you will be solely responsible to pay any Transaction Fee for any transaction entered into via the Rialto NFT Marketplace.
- Delivery of Tangible Products. To the extent any NFT sold or otherwise to be transferred to a Purchaser or other third party on the Rialto NFT Marketplace requires the delivery of Tangible Products to the Purchaser, the Seller is solely responsible for arranging the delivery of such Tangible Products to the Purchaser or other third party. The Seller shall also be responsible for making payment of the costs for delivery, though such costs may be recovered from the Purchaser if agreed between the Seller and Purchaser. You acknowledge and agree Zilliqa has no liability in respect of the delivery of Tangible Products nor for the costs for such delivery.
- Changes to the Rialto NFT Marketplace
We may, in our absolute and sole discretion, change, update, amend, remove, or discontinue any feature or functionality of the Rialto NFT Marketplace, the Services rendered thereunder and the Content with respect thereto at any time without prior notice to you. By continuing to access or use the Rialto NFT Marketplace following any such changes to the Rialto NFT Marketplace, the Services or the Content taking effect, you will be deemed to have accepted and agreed to such updated Rialto NFT Marketplace, Services and Content.
- Your Use of the Rialto NFT Marketplace and Conduct
- YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE RIALTO NFT MARKETPLACE OR YOUR ACCOUNT, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE RIALTO NFT MARKETPLACE OR YOUR ACCOUNT AT YOUR OWN RISK AND ONLY FOR PURPOSES THAT ARE LEGAL PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
- use the Rialto NFT Marketplace or your Account to perform any unlawful activities that violate such applicable laws or regulations (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or otherwise engage in any immoral activities;
- use the Rialto NFT Marketplace or your Account if you are not 18 years old (or the minimum age required in your jurisdiction of residence to use the Rialto NFT Marketplace), or are temporarily or indefinitely suspended from using the Rialto NFT Marketplace, or are a person with whom transactions are prohibited under economic or trade sanctions or embargos;
- use the Rialto NFT Marketplace or your Account to engage in any activity which operates to defraud Zilliqa or to provide any false, inaccurate, or misleading information;
- use the Rialto NFT Marketplace or your Account without fully complying with all of our requests for additional information or documentation from you, which additional information or documentation shall be complete, truthful, accurate and reliable;
- use the Rialto NFT Marketplace or your Account to conduct electronic spamming or otherwise distribute any unsolicited or unauthorised advertising, promotional or marketing material, junk or chain messages;
- use the Rialto NFT Marketplace or your Account to upload content on the Rialto NFT Marketplace that contains or is infected with viruses, malicious codes, Trojan horses, is immoral or illegal or contains any other harmful or deleterious programmes or items of a destructive or deceptive nature;
- transfer your Account and the related login credentials to any other party without our prior written consent;
- modify or adapt, in whole or any part of, the Rialto NFT Marketplace into any other programme or application;
- disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Rialto NFT Marketplace or any components thereof;
- use any robot, spider, crawler, scraper, script, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, copy, modify or monitor the Rialto NFT Marketplace;
- use the Rialto NFT Marketplace or your Account in any manner that would cause you to infringe any content, copyright, trade mark, patent, publicity, moral right, database or other intellectual property rights (collectively, the “Intellectual Property Rights”) that belong to or are licensed to us, our affiliates, or any third-party, and you undertake not to take or attempt to take any action, or claim ownership of any property, that infringes or would infringe upon our intellectual property interests;
- use the Rialto NFT Marketplace or your Account in a way that could damage, disable, impair or compromise the Rialto NFT Marketplace or interfere with other users or affect the reputation of Zilliqa;
- take any action that imposes an unreasonable or disproportionately large burden or load on the Zilliqa infrastructure (including, but without limitation to, our servers, networks, data centres and related or like equipment), nor will you detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Rialto NFT Marketplace;
- engage in any other activities deemed inappropriate by us or which are in contravention of these Terms, nor will you do anything on the Rialto NFT Marketplace that may be deemed objectionable to, or could harm the reputation or Intellectual Property Rights of, us or our licensors;
- provide false, inaccurate, incomplete or misleading information to us or any of our affiliates or third-party services providers;
- create Accounts by automated means or under false or fraudulent pretences;
- impersonate another person (via the use of an email address or otherwise);
- use, employ, operate or create a computer program to simulate the human behaviour of a user (“Bots”), and or use, employ or operate such Bots or other similar forms of automation to engage in any activity or transaction on the Rialto NFT Marketplace;
- acquire NFTs and any associated Tangible Products through inappropriate or illegal means (including, but not limited to, through the use of a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a NFT and any associated Tangible Products and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT and any associated Tangible Products or selling, swapping or giving away the NFT and any associated Tangible Products to someone else;
- purchase, sell or facilitate the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Rialto NFT Marketplace;
- breach our privacy or confidentiality or the privacy or confidentiality of any user of the Rialto NFT Marketplace;
- use the Rialto NFT Marketplace or your Account to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
- use the Rialto NFT Marketplace or your Account from a country sanctioned by the government of the United States; or use the Rialto NFT Marketplace or your Account to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners’ rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards;
- use the Rialto NFT Marketplace or your Account to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance; and
- assist another person, entity, contractual arrangement, algorithm or device to do anything prohibited in paragraphs (a) to (x) above (each, a “Prohibited Activity” and collectively, the “Prohibited Activities”).
- Legal Compliance. You are responsible for complying with all trade regulations and both foreign and domestic laws as it relates to your access to, and use of, the Rialto NFT Marketplace. You will not use the Rialto NFT Marketplace or your Account if (a) you are located in a country that is subject to Sanctions or that has been designated by any of the Sanctions authorities as a “terrorist supporting” country or (b) you have been listed on any Sanctions authority’s list of prohibited or restricted parties.
- Effect of Your Breach. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limited any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your NFTs’ images and descriptions from the Rialto NFT Marketplace. If we delete your NFTs’ and any associated Tangible Products’ images and descriptions from the Rialto NFT Marketplace, such deletion will not affect your ownership rights in any NFTs and any associated Tangible Products that you already Own, but you will not receive a refund of any amounts you paid for such NFTs and any associated Tangible Products.
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE PROHIBITED ACTIVITIES SET FORTH IN PARAGRAPHS (q) TO (u) OF SECTION 7.2, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND/OR DELETE YOUR NFTs AND ANY ASSOCIATED TANGIBLE PRODUCTS IMAGES AND DESCRIPTIONS FROM THE RIALTO NFT MARKETPLACE, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION AND WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY NFTs THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES WITHOUT ANY LIABILITY TO YOU TO REIMBURSE OR REFUND YOU FOR SUCH CONFISCATED NFTs.
- Our Intellectual Property Rights
Unless otherwise indicated by us, the site, all content (except to the extent that such content is user content), and all other materials contained therein, including, without limitation, the Zilliqa logo and all designs, text graphics, pictures, information, data, software, and files relating to the Rialto NFT Marketplace (the “Content”) are the proprietary property of Zilliqa or our affiliates, licensors, or users, as applicable. The Content, including any product or service names, logos, or slogans relating thereto that may appear other than on the Rialto NFT Marketplace, is the proprietary property of Zilliqa and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You agree that all right, title and interest (including all copyright, trade mark, service marks, and other Intellectual Property Rights of any kind, whether registered or unregistered) in the Content, the Rialto NFT Marketplace and the Services rendered thereunder (whether present or future) belong to us, our affiliates or our licensors, as applicable.
Unless otherwise stated, you may not use any Content without our express written permission.
We reserve the right to suspend or terminate any Account that has actually or allegedly infringed upon any person’s Intellectual Property Rights.
- Your Ownership of the NFT
YOUR OWNERSHIP OF NFTs WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH NFTs ON THE RIALTO NFT MARKETPLACE IN ACCORDANCE WITH THESE TERMS.
- We Own the Rialto NFT Marketplace. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Rialto NFT Marketplace and all Intellectual Property Rights therein. You acknowledge that the Rialto NFT Marketplace and the Content (collectively, the “Platform Materials”) are protected by copyright, trade dress, patent and trade mark laws, international conventions, other relevant intellectual property and proprietary rights and applicable laws. All copyrights, trade marks, product names, and logos on the Rialto NFT Marketplace relating to and including the NFTs and Content, are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the owner of the applicable Intellectual Property Right.
- Ownership of NFTs. Ownership of the NFT is mediated entirely by the Zilliqa blockchain network. When you purchase an NFT on the Rialto NFT Marketplace, you Own the Purchased NFT, and you have the right to transfer, sell or give away your Purchased NFT. Upon such purchase, you will have a worldwide, perpetual, exclusive and transferable, licence to use, copy, and display the Purchased NFT for so long as you Own the NFT, solely for the following purposes: (a) for your own personal use; (b) as part of the Rialto NFT Marketplace that permits the purchase, sale and display of your NFT; (c) as part of a third-party website or application that permits the inclusion, involvement, storage, or participation of your NFT.
The transfer, sale, or give away of your purchased NFTs, may be performed by you only by using the Rialto NFT Marketplace.
- No User License or Ownership of the Platform Materials. Except as expressly set forth herein, your use of the Rialto NFT Marketplace does not grant you ownership of or any other rights with respect to, any content, code, data, or other Platform Materials that you may access on or through the Rialto NFT Marketplace. We reserve all rights in and to the Platform Materials that are not expressly granted to you in these Terms.
- Further User Ownership Acknowledgements. For the avoidance of doubt, you acknowledge and agree: (a) that your purchase of a NFT and any associated Tangible Products does not give you any rights or licenses in or to the Platform Materials (including, but not limited to, our copyright in and to the associated Art) other than those expressly contained in these Terms; (b) that you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute or otherwise commercialize any elements of the Platform Materials (including, but not limited to, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trade marks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
- Seller License to Art. When acting as a Seller, you hereby agree to grant Zilliqa a worldwide, non-exclusive, non-transferable, royalty-free, sub-licensable license, to the Art for your NFT, for the sole purpose of Zilliqa sublicensing the Art for your NFT to the relevant Purchaser on the terms set out in Section 9.6 below.
- Purchaser License to Art. Subject to your continued compliance with these Terms, when acting as a Purchaser, we hereby grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased NFT, solely for the following purposes: (a) for your own personal, non-commercial use (including the right to offer the Art for sale together with your Purchased NFT); (b) as part of a third-party website or application that permits the inclusion, involvement, or participation of your Purchased NFT, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFT to ensure that only the actual owner can display the Art, and provided further that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.
- Restrictions on Ownership. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) prior written consent in each case: (a) modify the Art for your Purchased NFT in any way, including, but not limited to, the shapes, designs, drawings, attributes, or colour schemes; (b) use the Art for your Purchased NFT to advertise, market, or sell any third-party product or service; (c) use the Art for your Purchased NFT in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Purchased NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, but not limited to, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise that includes, contains, or consists of the Art for your Purchased NFT; (f) attempt to trade mark, copyright, or otherwise acquire additional Intellectual Property Rights in or to the Art for your Purchased NFT; or (g) otherwise utilise the Art for your Purchased NFT for your or any third party’s commercial benefit.
- Third Party IP. If the Art associated with your Purchased NFT contains Third Party IP (including, but not limited to, intellectual property from Polaris Sports Limited), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and we reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 9.
- Other Terms of the License. The license granted in Section 9.6 above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 9.6 will immediately expire with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Art for that NFT. The restrictions in Section 9.7 and this Section 9.9 will survive the expiration or termination of these Terms.
- Data Protection / Privacy
We reserve the right at any time to satisfy our internal requirement as to your personal data (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or for anti-money laundering and counter-terrorist financing purposes.
You reserve the right to access, rectify, or request for erasure of your personal data (as the case may be). You may contact [email protected] to do so.
- Limitation of Services / Termination / Account Closure
- You Terminate. You may terminate these Terms at any time by cancelling your Account and discontinuing your access to and use of the Rialto NFT Marketplace. If you cancel your Account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the Rialto NFT Marketplace (whether for NFTs or anything else).
- We Terminate. We reserve the right to, and you agree that we may, without notice and in our sole discretion, terminate these Terms and suspend and/or terminate your Account(s) and your access to, or use of, the Rialto NFT Marketplace, at any time and for any reason but in particular, if we suspect in our sole discretion that (i) your Account is being used for illegal activity; (ii) you have provided false or misleading information; (iii) you have engaged in fraudulent activity; and/or (iv) you have engaged in activity in violation of these Terms. You agree that any suspension or termination of your access to the Rialto NFT Marketplace may be without prior notice and that we will not be liable to you or to any third party for any such suspension or termination.
- Other Remedies Available. If we terminate these Terms or suspend or terminate your Account and your access to, or use of, the Rialto NFT Marketplace due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, but not limited to, if you engage in any Prohibited Activity), then termination of these Terms and suspension and/or termination of your Account will be in addition to any other remedies we may have at law or in equity.
- Referral to Governmental Authorities. We have the right, without provision of prior notice, to take appropriate legal action, including, but not limited to, referral to law enforcement or regulatory authorities, or notifying the harmed party of any illegal or unauthorised use of the Rialto NFT Marketplace. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any user of the Rialto NFT Marketplace.
- Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Rialto NFT Marketplace or that is related to your Account, and you acknowledge and agree that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
- Waiver. YOU AGREE TO WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR THE FOREGOING PARTIES RELATING TO ANY INVESTIGATION UNDERTAKEN BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
- Value and Volatility. You understand and agree that your access to, and use of, the Rialto NFT Marketplace is subject to certain risks including without limitation:
- The price and liquidity of collectible blockchain assets, including the NFTs, are extremely volatile and subjective and may be subject to fluctuations;
- Collectible blockchain assets, including the NFTs, have no inherent or intrinsic value;
- Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility;
- NFTs are not legal tender and are not backed by any government;
- Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong wallet addresses;
- The value of collectibles, including the NFTs, is inherently subjective, and factors occurring outside the Rialto NFT Marketplace ecosystem may materially impact the value and desirability of any particular NFT;
- The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear; and
- NFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of your NFTs.
- Cryptocurrency Risks. There are risks associated with using a cryptocurrency, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored with your electronic wallet. You acknowledge and accept that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Rialto NFT Marketplace, the NFTs or the Zilliqa blockchain network, howsoever caused.
- Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Rialto NFT Marketplace, and by extension, the use, transfer, value and potential utility of your NFTs.
- Payment Services Provider Risks. The Rialto NFT Marketplace and the Services offered thereunder will rely on third-party platforms such as ZilPay (https://zilpay.io/) and Transak (https://transak.com/) to perform the transactions for the purchase and sale of NFTs. If (a) we cease to continue any relationship with such platform providers; (b) the terms and conditions or pricing of such platform providers change; (c) we violate or cannot comply with the terms and conditions of such platforms; or (d) any of such platforms loses market share or falls out of favour or is unavailable for a prolonged period of time, access to and use of the Rialto NFT Marketplace may suffer.
- Your Own Risk. You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. Zilliqa does not give any advice or recommendations regarding the NFTs. You understand and agree that you access and use the Rialto NFT Marketplace at your own risk. You understand and agree that Zilliqa will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the NFTs or the Rialto NFT Marketplace.
- Taxes and Fees
- Taxes. You agree that you are solely responsible for (i) determining what, if any, taxes apply to your NFT transactions on the Rialto NFT Marketplace and (ii) paying any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of, and transactions conducted on, the Rialto NFT Marketplace. Neither Zilliqa nor its affiliates or employees are responsible for determining the taxes that may apply to your NFT and any associated Tangible Products transactions. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such Taxes from payments (including servicing fees) made to us pursuant to these Terms.
- Fees. By buying and selling NFTs and any associated Tangible Products on the Rialto NFT Marketplace, you agree to pay all applicable fees, including transaction fees, as stipulated on the checkout screen at the time of your purchase. You authorise us to automatically deduct any such fees directly from payments to you and/or add fees to your payments where applicable.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY ZILLIQA, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE RIALTO NFT MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE RIALTO NFT MARKETPLACE AND THE NFTs LISTED ON THE RIALTO NFT MARKETPLACE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
ZILLIQA WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND THAT YOU INCUR AS A RESULT OF YOUR USE OF THE RIALTO NFT MARKETPLACE, THE ZILLIQA BLOCKCHAIN NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE RIALTO NFT MARKETPLACE, THE ZILLIQA BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET. ZILLIQA WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND FROM ANY ACTION THAT RESULTS FROM YOU PROVIDING AN INCORRECT WALLET ADDRESS.
TO THE FULLEST EXTENT PROVIDED BY LAW, ZILLIQA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CORRECTNESS, ACCURACY, RELIABILITY AND NON-INFRINGEMENT AS TO THE RIALTO NFT MARKETPLACE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE RIALTO NFT MARKETPLACE WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE RIALTO NFT MARKETPLACE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE RIALTO NFT MARKETPLACE WILL BE ACCURATE; (IV) THE RIALTO NFT MARKETPLACE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THORUGH THE RIALTO NFT MARKETPLACE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE RIALTO NFT MARKETPLACE WILL BE SECURE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ZILLIQA BLOCKCHAIN NETWORK. ALL SMART CONTRACTS, INCLUDING ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE NFT, ARE CONDUCTED AND OCCUR ON THE DECENTRALISED LEDGER WITHIN THE ZILLIQA BLOCKCHAIN NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ZILLIQA BLOCKCHAIN NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTING BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORTING AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ZILLIQA BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN FUND LOSSES.
- Limitation of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZILLIQA, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) ANY PORTION OF THE RIALTO NFT MARKETPLACE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO NO MORE THAN USD $1,000.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE RIALTO NFT MARKETPLACE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE RIALTO NFT MARKETPLACE TO YOU WITHOUT THESE LIMITATIONS.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Zilliqa and our past, present and future parent, subsidiaries and affiliates, and our and their respective employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively the “Zilliqa Affiliates”), from and against all actual or alleged claims, damages (actual and consequential), awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Rialto NFT Marketplace, (b) your breach of these Terms, and (c) your breach or violation of the rights of a third party, including another user or third-party service provider. You agree to promptly notify Zilliqa of any such Claims and cooperate with Zilliqa in defending such Claims.
- Amendment and Variation
These Terms may from time to time be updated or amended, and we reserve the right to update, amend or otherwise modify these Terms at any time and at our sole and absolute discretion. We will post any such updates on the Rialto NFT Marketplace website. Such updated Terms as posted will take effect immediately unless otherwise indicated, and any changes to or modifications of these Terms will be in effect as of the “Last Updated Date” referred to at the bottom of this page. You should regularly check the Rialto NFT Marketplace to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Rialto NFT Marketplace without prior notice. By continuing to access or use the Rialto NFT Marketplace after the “Last Updated Date” and following any such changes to these Terms or the Rialto NFT Marketplace taking effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Rialto NFT Marketplace. If you do not wish to be bound by any changes or amendments to these Terms, then you should stop using the Rialto NFT Marketplace immediately.
If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
- Entire Agreement / Translation
These Terms constitute the entire agreement between the parties regarding its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
These Terms are concluded in the English language and all communications, including any notices or information being transmitted, shall be in English. In the event that these Terms or any part thereof is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.
- Notices and Communications
By using the Rialto NFT Marketplace, you agree that we may provide you with notices (including, but not limited to, those regarding changes to these Terms) or other communications, including marketing, relating to your use of the Rialto NFT Marketplace electronically via email (in each case to the address that you provide), postings on the Rialto NFT Marketplace, SMS message, or telephone call (in each case to the phone number that you provide). By providing us with your email address, you consent to our use of such email address to send you any notices, and it is your responsibility to keep your email address current. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.
Notices to us should be sent electronically to firstname.lastname@example.org.
- No Waivers
Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorised representative.
- Third Party Rights
These Terms do not, and are not intended to, confer any rights or remedies upon any person or entity other than you.
- Governing Law and Jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the Republic of Singapore without regard to any choice or conflict of laws rules. Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or any other issue which shall arise in virtue of these Terms, shall be referred to and finally settled by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the Arbitration Rules of the Singapore International Arbitration Centre in force when the notice of Arbitration is submitted. The law of this arbitration clause shall be Singapore law. The seat of arbitration shall be in Singapore. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in the English language.