Terms of Use for Stackr.World

Version Date: 15th of September 2024

Please read these Terms of Use (the “Terms”) carefully, as they are binding and govern your use of our Services. These Terms are a legally binding agreement between StackR, a company incorporated in the Cayman Islands with company number CR 408676 and registered address P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (“we”, “us”, or “StackR”) and you, a user of our Services (“You” “you” or “your”). We may change these Terms at any time. We will publish the most recent version of the Terms on the Website. You are responsible for ensuring that You are familiar with the latest Terms. You should frequently check these Terms for updates. If you continue to access or use our Services, after we change these Terms, you will be deemed to have agreed to all our changes. We make our Services available for Users in many countries. Because of this, not all of the Services are available in every location.

1. Definitions and Interpretation

1.1 Definitions

  • Account means your registered account with us to use the Services which is linked to your Wallet.
  • Blockchain means either a layer 1 blockchain network or an additional layer protocol on a recognised off-chain network, system, or technology built in association with a layer 1 blockchain.
  • Business Day means a day other than a Saturday, Sunday or a statutory holiday in Auckland, New Zealand and the Cayman Islands.
  • Collectible means digital assets which may incorporate Digital Property and which are minted as a Token.
  • Content means all content included in or made available through our Services by us, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, communications, interactive features, works of authorship of any kind, and information or other materials that are generated, provided, or otherwise made available through our Services.
  • Content Provider has the meaning ascribed to it in clause 8.3(b).
  • Cryptoasset means the fungible cryptographic assets, including OMI, which we permit to be used as payment and/or to set the Price for Collectibles on the Platform.
  • Device means a desktop or a mobile device you may use to access the Platform using your Wallet.
  • Digital Property means digital images, stickers, figurines, collectibles, artworks, stamps, comics, graphic novels, or other digital content, or similar, based on or derived from the Intellectual Property Rights of a Third-Party Platform or of a Third-Party Licensor.
  • DMCA has the meaning ascribed to it in clause 8.2(a).
  • Fee means the fee payable to StackR for every Transaction, as displayed to you when you List a Collectible (if you are the Seller) or when you purchase a Collectible (if you are the Purchaser).
  • Force Majeure means an event that is beyond the reasonable control of a party, including but not limited to (a) hacker attacks, or the invasion or outbreak of malware such that the computer system or any hardware or software associated with the running of the Platform, or any other infrastructure or system used in the provision of Services is damaged or unable to perform or operate normally; (b) interruption, failure or disruption in electricity provision, internet connection, telephone or other communication system; (c) strikes; (d) fires or floods or other acts of God; and (d) changes to the laws or regulations of any applicable or relevant jurisdiction, government authority, or relevant international organisation.
  • Indemnified Parties has the meaning ascribed to it in clause 12.1.
  • Instruction means any instruction, request, or order given to StackR by you in relation to the operation of your Account or to execute any Transaction, through such medium and in such form and manner as StackR may require.
  • Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.
  • KYC means customer due diligence conducted in accordance with applicable laws.
  • License has the meaning given to that term in these Terms.
  • Listing means a listing on the Platform through which a Seller offers to Sell a Collectible at a Price set by the Seller, and List has a corresponding meaning.
  • Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal or accounting costs.
  • NFT means a non-fungible cryptographic token using general parlance.
  • Objectionable includes being objectionable, defamatory, obscene, offensive, harassing, threatening, unlawful, spam, inaccurate, misleading, harmful, defamatory, libellous, discriminatory, sexual or pornographic or similar in any way.
  • OMI means the fungible cryptographic assets issued by ECOMI Technology Pte Ltd (UEN: 201814792N) on a Blockchain, currently using the ticker “OMI”.
  • Platform means the Website, applications, software, tools, features, and/or functionalities which may give a User the chance to List, Purchase or Sell a Collectible with another User.
  • Price means the gross price payable, set by the Seller and denominated and payable in Cryptoassets, to purchase a Collectible which is Listed on the Platform.
  • Prohibited Country means any jurisdiction which is on a United States, United Kingdom or a European Union sanctions list, which may change from time to time.
  • Purchaser means any User who agrees to purchase a Collectible on the Platform, and Purchase, Purchased and Purchasing will have corresponding meanings.
  • Restricted Person means persons StackR has deemed high risk, including but not limited to, individuals or entities named as a restricted person or party on any list maintained by the United States of America., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce.
  • Seller means any User who agrees to sell a Collectible on the Platform, and Sales, Sell, Sold and Selling will have corresponding meanings.
  • Services means the provision of the Platform on which a Collectible may be Listed then Purchased and Sold using Cryptoassets resulting in a Transaction.
  • StackR or we or us means Stakehouse Holdings a company incorporated in the Cayman Islands with company number CR 408676 and registered address CO Services Cayman Limited ("CO Services"), P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands.
  • Terms means these terms of use which apply in respect of your use of any of the Services or the Platform.
  • Third-Party Licensor means a person or entity that licenses to StackR or to a Third-Party Platform, certain Intellectual Property Rights in Digital Property which is incorporated into Collectibles.
  • Token means a unique digital certificate associated with a Collectible to identify the Collectible and which is securely stored on a Blockchain.
  • Transaction a binding agreement entered into between a Purchaser and a Seller to Purchase and to Sell a Collectible at an agreed Price using Cryptoassets which has been successfully executed, cleared and settled by StackR.
  • Third-Party Platforms means certain third-party websites, applications or platforms operated by a third party (and not by StackR) which our Services or functionalities may link to, including the VeVe App.
  • Third-Party Materials has the meaning ascribed to it in clause 9.2.
  • User or means a user of the Services.
  • User Content means content, data, and information (including personal information) that a User inputs, uploads, posts or otherwise displays in the Platform or in relation to any Service.
  • VeVe means Orbis Technology Limited, the operator of the VeVe App.
  • VeVe Account means a current enabled account on the VeVe App which has passed the KYC requirements of VeVe and is compliant with the VeVe Terms of Use.
  • VeVe App means the VeVe website (app.veve.me) and/or VeVe mobile application (as applicable) on which VeVe Collectibles originate from.
  • VeVe Collectible means a Collectible that is originally from the VeVe App but is available on the Platform to be Listed and then Purchased and Sold by Users.
  • VeVe Terms of Use means the VeVe terms of use, available here: www.veve.me/terms-conditions.
  • Wallet means (a) in respect of Cryptoassets, (i) your non-custodial cryptographic wallet that is created when you create your Account, as further described in clause 3.3, or (ii) such other non-custodial cryptographic wallet that we may permit you to connect to and use on the Platform in future); or (b) in respect of Collectibles, (i) for VeVe Collectibles, the wallet that is solely owned and controlled by VeVe that is holding your VeVe Collectibles in your VeVe Account (also defined as “VeVe Wallet”), and (ii) in respect of other Collectibles, such other non-custodial cryptographic wallet that we may permit you to connect to and use on the Platform in future).
  • Website means www.StackR.world.
  • You or you means you as an individual with an Account and your will have a corresponding meaning.

1.2 Interpretation

  • (a) headings are for reference only and do not affect interpretation;
  • (b) references to clauses, sub-clauses or pages are to those in these Terms;
  • (c) references to a party to these Terms or any other document includes that party’s representatives, successors and permitted assigns;
  • (d) references to $ are to US dollars unless stated otherwise;
  • (e) references to any time of day means the time in the Cayman Islands;
  • (f) reference to a document or agreement includes that document or agreement as novated, altered, amended, supplemented or replaced from time to time;
  • (g) reference to a thing includes any part of it and a reference to a group of things or persons includes each thing or person in that group;
  • (h) reference to legislation or other law or a provision of them includes regulations and other instruments under them, and any consolidation, amendment, re-enactment or replacement;
  • (i) the singular includes the plural and vice versa, a gender includes other genders and different grammatical forms of defined expressions have corresponding meanings;
  • (j) includes, include and including must be construed without limitation;
  • (k) no provision or expression is to be construed against a party on the basis that the party (or its advisers) was responsible for its drafting;
  • (l) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;
  • (m) if an action (including paying money) needs to be performed under these Terms on a day that is not a Business Day, the action must be performed on the next Business Day;
  • (n) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and severally;
  • (o) references to buy or Purchase mean to acquire by any means including by way of exchange, and references to Sell mean to dispose of by any means including exchange; and
  • (p) references to an individual means a natural human person.

2. Our Services

2.1 Services

  • (a) We provide the Services to you primarily to give you the chance to List, Purchase or Sell a Collectible using Cryptoassets.
  • (b) When you List, Purchase or Sell a Collectible using our Services, you are Listing, Purchasing or Selling the Token associated with the relevant Collectible through a Transaction recording your ownership thereof on the Blockchain and accordingly acquiring or relinquishing a License associated with that Collectible

2.2 Not party to Transactions

  • (a) Poprzez nasze Usługi, ułatwiamy Transakcję między Kupującym a Sprzedającym Kolekcjonowalnego przedmiotu, dopasowując, a następnie realizując, rozliczając i finalizując sprzedaż oraz zakup tego Kolekcjonowalnego za pomocą Kryptoaktywów, co skutkuje Transakcją.
  • (b) Bez względu na inne postanowienia tych Warunków, nie jesteśmy stroną żadnej umowy między Kupującym a Sprzedającym dotyczącej sprzedaży i zakupu Kolekcjonowalnego na Platformie.
  • (c) Pobieramy Opłaty oraz wszelkie stosowne podatki wynikające ze wszystkich Transakcji.
  • (d) StackR zastrzega sobie prawo (ale nie jest zobowiązany) do podejmowania działań w związku z wszelkimi sporami wynikającymi ze Sprzedaży i Zakupów za pośrednictwem Platformy.

2.3 Peer to peer service

StackR is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, or money services business. StackR provides a peer-to-peer service that helps users discover and directly interact with each other. StackR does not have custody or control of the Collectibles or blockchains that you interact with, nor does it execute or effect purchases, transfers, or sales of Collectibles.

3. Account

3.1 Eligibility generally

  • (a) have the full power and authority to enter into these Terms without violating any other agreements you have made;
  • (b) be an individual (and not an entity or business);
  • (c) have a current and valid email address;
  • (d) not have been restricted from using any of our Services;
  • (e) not be located in or resident in:
    • a jurisdiction where it would be illegal under applicable law for you to access or use the Services, or cause us or any third party to contravene any applicable law; or
    • in a country that is a Prohibited Country.

3.2 Creating an Account

You must create and maintain an Account in order to access any of the Services and the Platform. This may be an Account for an individual user. All Accounts are approved and provided at our absolute sole discretion. We reserve the right to refuse any application for an Account without reason or explanation to you.

3.3 Wallet

In addition to creating an Account, in order to use the Service you will also need to create a Wallet using our third-party service provider. We partner with Privy, a third party non-custodial wallet infrastructure provider, to allow users to create an Account that includes a self-custodial Wallet that can be accessed via the Services (“Privy Wallet”). By creating or using a Privy Wallet in connection with the Services, you agree that you are using the Privy Wallet under Privy’s terms and conditions available at . Only you can sign transactions and access and control your Wallet’s contents. We do not have custody, possession, control, or otherwise have access to your Privy Wallet or any assets that may be contained therein, and we do not have access to or store any passwords, recovery phrases, private keys, passkeys, or any other credentials associated with user Wallets or your use of the Services. You are solely responsible for securing your Account and Privy Wallet authentication credentials, passkeys, and private keys.

3.4 Logging into your Account

You will be able to login in to your Account by authenticating through your Privy Wallet by using your Privy Wallet login details. We do not as part of this process have access to passwords, recovery phrases, private keys, passkeys, or any other credentials associated with your Wallet.

3.5 Sole benefit

  • (a) you will use your Account only for yourself, and not on behalf of any third party
  • (b) You are fully responsible for all activity that occurs under your Account.

3.6 KYC and identity verification

You may need to comply with our identity verification and KYC procedures before we open your Account and give you access to the Services and/or continue to use our Services, whether independently by providing us with certain information about yourself. All information that you provide must be complete, accurate and truthful. You must update this information whenever it changes. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries. This includes authorisation for VeVe to provide us with identity verification and KYC information it holds about you (including your personal data) for such purposes. In addition, we may share with VeVe identity verification and KYC information we collect about you as well as other data about your usage of the Platform. When we carry out inquiries, you acknowledge and understand that your personal data may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full.

3.7 Enhanced due diligence.

We may also require you to comply with our enhanced due diligence procedures by submitting additional information about yourself, providing additional records or documentation, or having face to face meetings with representatives of StackR.

3.8 Information requests

  • (a) We may require information from you at any time for the purposes of complying with any applicable law, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. You agree to provide us with any such information we request and permit us to keep a record of the information for the lifetime of your Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by applicable law.
  • (b) Your access to your Account and the Transaction limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis. If there is a reasonable suspicion that any information provided by you is wrong, untruthful, outdated, or incomplete, we may send you a notice to request corrections, remove relevant information, or do such other things that we consider necessary to ensure that the information provided by you is true and correct.
  • (c) You must comply with any information request we send to you. If you decline to provide the requested information, or otherwise do not comply in a timely manner, we reserve the right to suspend or terminate your access to your Account, or to all or part of the Services immediately, without notice.

4. Account Security

4.1 Your responsibility

While we take all reasonable steps to ensure that your Accounts are secure, you are responsible for the security and system integrity of your Account, Device and your associated connection to the internet. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password, passkey or other methods of authentication.

4.2 Security measures

  • (a) not allowing anyone else to use your Device;
  • (b) keeping your login details (including your private keys and other credentials to your Wallet) secret and unique (as applicable);
  • (c) locking your Device or Wallet when it is not in use; and
  • (d) ensuring You have set up password access to your Device and it is active.
If you become aware or suspect that your login credentials to our Services have been compromised in any way, you must immediately notify us and also cease using our Services.

5. Notices

5.1 Electronic Communications

StackR may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication through the Platform or to your Account. You are solely responsible for ensuring your contact details in your Account are always up to date.

6. Platform

6.1 Instructions

  • (a) You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction and will not monitor or reject Instructions on the basis that they are, or appear to be, duplicates. However, if we are in doubt as to the accuracy, authenticity or validity of an Instruction, we may refuse to act upon or defer acting upon any Instruction or seek further information with respect to the Instruction.
  • (b) Instructions are irrevocable and therefore once an Instruction has been submitted you have no right to rescind or withdraw it. Your Instruction is not deemed to be received by us until it has been received by our server. Our record of all Instructions will be conclusive and binding on you for all purposes.
  • (c) By submitting an Instruction, you are authorising us to initiate a Transaction on your Account. We are therefore authorised to credit or debit (or provide settlement information to third parties for the purposes of the third-party crediting or debiting) your Collectibles from your Wallet in accordance with your Instruction. If you have insufficient Collectibles in your Wallet or Cryptoassets in your Wallet to effect a Transaction (i.e. less than the required amount to settle a Transaction and to pay all the Fees associated with the Transaction), then we have the right to refuse to effect any Transaction.
  • (d) You are responsible for the control and use of your Account. As such, we will assume that you have authorised any Instruction sent from your Account unless we are notified otherwise. It is important that you monitor your Account to ensure any unauthorised or suspicious activity on your Account is identified and notified to us as soon as possible. We are not responsible for any claim or Losses resulting from a Transaction executed as a result of an unauthorised Instruction unless you have notified us in accordance with this clause and it is confirmed by our internal investigation that you have not authorised the Instruction in any way, even by mistake, negligence, error or as a consequence of a fraud and it is proven that the unauthorized Instruction is solely due to a technical issue attributable to StackR.
  • (e) To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by applicable law.

6.2 Not party to Transactions

When You access and use the Platform, we act as an intermediary for Users of the Platform to match, execute, clear and settle Transactions on their behalf, and we are not a party to any agreement to Purchase or to Sell the Collectible available on the Platform. When a User agrees to Purchase a Collectible and a User agrees to Sell that Collectible, they are entering into an agreement directly with each other.As we are not a party to the Transaction, any interaction between You and another User, including any agreement entered into between You and another User, is a matter directly between You and them only. Other than our obligations set out in these Terms, You agree that:
  • (a) we are not liable to You for the accuracy of any Listing, or any failure by a User to comply with these Terms or any other legal obligation in the Terms or otherwise;
  • (b) we are not liable or responsible for any guarantees or assurances made by the seller of any listing on the Platform;
  • (c) we have not made, and do not make any representation, guarantee or warranty that any Collectible will meet your requirements or expectations;
  • (d) we are not liable or responsible for any increase or decrease in value of any Collectible. We have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any Collectible, including whether the value of the Collectible will increase or decrease in the future. The market price of Collectibles are volatile and subjective, and we cannot guarantee that any Collectibles purchased on the Platform will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular Collectible; and
  • (e) we are not responsible for the negligence or misconduct of other Users (including where another User has attempted to defraud You, doesn’t have the right to Sell a Collectible to You, or fails to complete a Transaction.) By entering into any Transaction on the Platform, you agree to indemnify StackR as set out below at clause 12.
  • (f) StackR is not obliged to intervene in any disputes as it is not a party to any Transaction made on the Platform. StackR is not obligated to (1) compel a Seller of any Listing to perform delivery; or (2) compel a Purchaser of any Listing to perform the Transaction. In the case of a dispute between Users, it is the User’s responsibility to take legal action against its counterparty.

6.3 Seller

  • (a) By Selling a Collectible on the Platform, you hereby represent and warrant that you hold all legal right, title, and interest to List and Sell the Collectible while the Collectible is Listed and until immediately prior to the settlement of the Transaction.
  • (b) By placing a Listing to Sell a Collectible, you understand that these actions constitute promises and you are authorising StackR or any Third-Party Platform to lock the relevant Collectible until a Transaction is completed or the Listing is cancelled by the Seller before a User accepts your offer to Sell. While the Collectible is locked, the Collectible may not be sold, transferred or otherwise disposed of by the Seller before a User accepts your offer to Sell.

6.4 Purchaser

  • (a) By Purchasing a Collectible on the Platform, you hereby represent and warrant that you hold all legal right, title, and interest in all Cryptoassets to be transferred to the Seller and to StackR in order to settle the Transaction.
  • (b) You bear full responsibility for verifying the authenticity, legitimacy, and identity of any Collectible you purchase on the Platform. We make no representations, guarantees, or promises about the identity, legitimacy, legality, decency, quality, or authenticity of any Collectible on the Platform. You acknowledge that StackR is not required or obligated to adjudicate or decide on any disputes in connection with any Collectibles sold on the Platform.

6.5 Execution of Transactions

StackR executes a Transaction between the Purchaser and the Seller on the Platform in respect of a Collectible once:
  • (a) a Seller Lists a Collectible for sale at a certain Price;
  • (b) a Purchaser accepts the offer by the Seller to Sell that Collectible and accordingly the Purchaser enters into a contract to Purchase that Collectible at the set Price; and
  • (c) StackR matches the commitments of the Seller and the Purchaser in (a) and (b) above and resultantly executes the contract to Purchase and Sell that Collectible on behalf of the Seller and the Purchaser.

6.6 Clearing and settlement of Transactions

  • (a) Once a Transaction is executed between a Purchaser and a Seller, the Purchaser must immediately transfer an amount of Cryptoassets equivalent to the Price to the Seller as well as the Fees and any taxes.
  • (b) Once StackR is satisfied that the Purchaser has paid the correct amount of Cryptoassets to the Seller and to StackR, StackR will clear and settle the Transaction on behalf of the Purchaser and the Seller by procuring and then recording the change of ownership of the Token associated with the applicable Collectible from the Seller to the Purchaser.
  • (c) StackR is not responsible to complete the payment of Cryptoassets or the transfer of a Collectible in place of a User in order to complete a Transaction entered into on the Platform. By entering into transactions on the Platform, Users acknowledge and agree that StackR is under no obligation to complete the settlement of a Transaction.
  • (d) StackR is not a party to any Transaction between the Purchaser and the Seller.
  • (e) StackR has neither the right nor the obligation to resolve any disputes between the Purchaser and the Seller and is not liable for any loss you may incur in connection with any incomplete Transaction.

6.7 Transactions are final

Where you List a Collectible for sale on the Platform you accept that any sale of the Collectible will be final, and that you will not be able to cancel the sale or retain ownership in the Collectible. You enter into a legally binding contract to purchase a Collectible when you commit to Purchase a Collectible at the Price.

6.8 No representation on market value

Prices specified on the Platform are set by the Seller offering the Collectible for sale. We do not make any warranty or representation that any Price set by a User of the Platform are reasonable or reflect the value of a Collectible. We will not provide any refunds or reimbursements for any reason.

7. VEVE COLLECTIBLES

7.1 Eligibility to Purchase and Sell VeVe Collectibles

In addition to the requirements in clause 3.1, to use any of the Services to List, Purchase or Sell a VeVe Collectible, you must first:
  • create and continue to have a VeVe Account; and
  • link your VeVe Account to your Account using the method provided by us which allows us to identify which VeVe Account and VeVe Wallet belongs to you. For the avoidance of doubt, after you have done so, we are entitled to assume that you have authorised any Instruction sent from your Account relating to that VeVe Account and VeVe Wallet (whether the Instruction is to sell on the Platform any VeVe Collectibles in the VeVe Wallet or to buy on the Platform any VeVe Collectibles to be held in such VeVe Wallet).

7.2 Availability of VeVe Collectibles on the Platform

You acknowledge and accept that:
  • StackR has no discretion to determine which VeVe Collectibles are available to be Purchased and Sold on the Platform (if any); and
  • VeVe may, at its discretion, remove any VeVe Collectible from being available to be Purchased and Sold on the Platform.

7.3 Purchase of VeVe Collectible

Notwithstanding any other term of this Agreement, by Purchasing a VeVe Collectible on the Platform, you acknowledge and accept that the VeVe Terms of Use:
  • applies to VeVe Collectible that you Purchase and your access, use, holding and future sale of such VeVe Collectible; and
  • sets out your rights, obligations and restrictions in relation to the VeVe Collectible that you Purchase (including your ownership of the Token that is stored by VeVe pursuant to the VeVe Terms of Use and your License (as defined in the VeVe Terms of Use) to the Digital Property).

7.4 Contractual privity of VeVe and its third party licensors

Notwithstanding any other term within these Terms, to the maximum extent permitted by applicable law, these Terms are also entered into for the benefit of, and will be enforceable by, VeVe and its third party licensors, and VeVe and its third party licensors have relied upon the provisions of this these Terms in agreeing to perform their respective obligations to us in relation to the Service.

8. Intellectual Property and Ownership

8.1 User Content

  • (a) Title to, and all Intellectual Property Rights in, the User Content (as between the parties) remains your property. However, you will not obtain title (in or whole or in part) to any Intellectual Property Rights in any User Content which is a derivative work of any Intellectual Property of its owner, any licensor of, or service provider to StackR. Such Intellectual Property Rights belong to the relevant owner or licensor of such Intellectual Property Rights (as applicable).
  • (b) By making any User Content available through or in relation to our Services you grant to us a non-exclusive, fully paid up, transferable, sub-licensable, worldwide, irrevocable, royalty-free, perpetual license, to use, store, copy, modify, create derivative works based upon, publicly display, publicly perform, market, promote and distribute your User Content for any purpose in connection with operating and providing our Services and Content to you and to others.
  • (c) the right to reproduce User Content by any means and in any form;
  • (d) the right to publicly or privately broadcast or make available the User Content (or any product incorporating the User Content), free of charge in all places by any means or process known or unknown at the present time, and in particular via Internet, pay per view, pay per play, visual and audio, theatrical or television broadcasting, DVD or Blu-ray, and print;
  • (e) the right to use the User Content for demonstration, promotion and advertising for all our Services; and
  • (f) the right to produce or order the production of any new product or service from the User Content or from any product incorporating or exploiting the User Content, either reproduced as it stands or modified by us or by any outside party of its choice.

8.2 DMCA Notice and Procedure for Copyright Infringement Claims

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. We, in appropriate circumstances, may remove from the Services content that might infringe the intellectual property rights of others. In addition, you should be aware that you may be held liable under applicable law for infringement of intellectual property rights and we and/or the intellectual property rights holder may take action against you.
  • (a) Procedure for Reporting Copyright Infringements...

8.3 Receipt of Proper Infringement Notification

Once a proper bona fide infringement notification has been received by the Designated Agent, it is StackR’s policy:
  • (a) to remove or disable access to the infringing content;
  • (b) to notify the content provider, member, or user that it has removed or disabled access to the content; and
  • (c) that repeat offenders will have the infringing content removed from the system and that we may terminate such Content Provider`s access to the Services.

8.4 Procedure to Supply a Counter-Notice to the Designated Agent

If the Content Provider believes that the content that was removed or to which access was disabled is either not infringing or the Content Provider believes that it has the right to post and use such content, the Content Provider may send the Designated Agent a counter-notice...

9. Third-Party Services and Materials

9.1 StackR responsible despite the use of Third-Party Platforms

The Service relies on Third-Party Platforms, however StackR is responsible for all activities (and all attempted activities) on or in connection with the Services.

9.2 Third-party materials

Certain parts of the Platform may display, include, or make available content, data, information, services, applications, or materials from third parties (Third-Party Materials). By using the Platform, you acknowledge and agree that StackR is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, or any other materials, products, or services of third parties.

9.3 Third-party indemnity

If you have a dispute in relation to any Transaction involving a third party, any Third-Party Materials or one or more other Users, YOU RELEASE THE INDEMNIFIED PARTIES FROM ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF AGREEING TO THIS RELEASE.

10. Warranties and Undertakings

10.1 User warranties and undertakings

By using any services under these Terms, engaging with the Platform, entering into any Transactions, or by continuing to use the Account, you hereby represent and warrant to us, at all times, the following:
  • you have sufficient understanding of the functionality, usage, storage, transmission mechanism and knowledge of cryptographic assets, cryptographic wallets, blockchain technology and blockchain-based software systems;
  • you have full power, authority, and capacity to (1) access and use the Platform and the Services; and (2) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms;
  • you accept all risks associated with the Services (whether disclosed above or not disclosed and including all unanticipated risks) and agree that these risks are substantial enough that you may lose all of your Collectibles;
  • you are not using the Services while based in a Prohibited Country;
  • you are entering into Transactions on the Platform based on your own independent judgment and on advice from independent advisors as you have considered necessary;
  • all documents and information you provide or have provided to us are true, accurate, complete, and up to date in all respects, and that StackR may rely on this information in determining whether you are eligible to access the Platform or any Service;
  • in the event any information you have represented to StackR under the you’re your customer processes changes or is undergoing changes, you will immediately notify StackR;
  • all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
  • these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms; and
  • that you are not a Restricted Person.

11. Risk Disclosures

11.1 Risks related to the Services

The risk disclosures in this clause 11 provide you with information about the risks associated with the Services. This notice provides a general and non-exhaustive description of the risks when you use the Services. These Risk Disclosures do not explain all of the risks or how such risks relate to your personal circumstances. It is important that you fully understand the risks involved before making a decision to use the Services.

11.2 Market risks

Trading on the Platform is subject to high market risk and price volatility. Changes in value may be significant and may occur rapidly and without warning. Past performance is not a reliable indicator of future performance. The value of an investment and any returns can go down as well as up, and you may not get back the amount you had invested.

11.3 Liquidity risks

Collectibles may have limited liquidity which may make it difficult or impossible for you to Sell or exit a holding of a Collectible when you wish to do so. This may occur at any time, including at times of rapid price movements.

11.4 Availability risks

(a) We do not guarantee that the Services will be available at any particular time or that the Services will not be subject to unplanned service outages or network congestion. It may not be possible for you to Purchase, Sell, store, transfer, send or receive Collectibles when you wish to do so. (b) There are legal requirements in various countries which may restrict the products and services that StackR can lawfully provide. Accordingly, some products and services and/or certain functionality within the Platform may not be available or may be restricted in certain jurisdictions or regions or to certain Users and any StackR campaigns, user competitions or other promotions will not be open to (and are not targeted at or intended for) Users to whom restrictions apply.

11.5 Third-party risks

Third parties, such as payment providers, custodians, Third-Party Platforms, and other partners may be involved in the provision of the Services. As a condition for providing the Services to you, you must agree to the terms & conditions of these third parties (including all amendments to these terms & conditions).

11.6 Security risks

It is not possible for StackR to eliminate all security risks. You are responsible for keeping your Account password safe, and you may be responsible for all the Transactions under your Account, whether you authorised them or not. Transactions are irreversible, and Losses due to fraudulent or unauthorised Transactions may not be recoverable.

11.7 Risk of software weaknesses

Any malfunction, breakdown, or abandonment of the relevant Blockchain may have a material adverse effect on Collectibles. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Collectibles by rendering ineffective the cryptographic consensus mechanism that underpins blockchain technology.

11.8 Regulatory risk

Blockchain technology allows new forms of interaction, and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which may be contrary to the form of the digital collectibles as they currently exist, and which may, inter alia, result in substantial modifications to the network, including its termination and your loss of any Collectibles.

11.9 Risk of loss of access

Collectibles can only be accessed by you on the Platform by using your Wallet, which is a cryptographic wallet with an associated private key. The private key to your Wallet is encrypted. You acknowledge, understand, and accept that if your private key gets lost or stolen, the obtained Collectibles, or any other assets associated with your cryptographic wallet address may be unrecoverable and permanently lost.

11.10 Risk of lack of insurance

Collectibles are uninsured unless you yourself specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.

11.11 Unanticipated risks

The technology behind Collectibles are new and unproven. In addition to the risks set out above, there are other risks associated with your receipt, storage, transfer, and use of Collectibles, including those that we may not be able to currently anticipate or which we have not included above. Such risks may further materialize as unanticipated variations or combinations of the risks set out above.

11.12 Monitoring risks

The Platform is intended to operate 24 hours a day, 7 days a week, year round. Rapid price changes may occur at any time, including outside of normal business hours.

11.13 Communication risks

When you communicate with us via electronic communication, you should be aware that electronic communications can fail, can be delayed, may not be secure and/or may not reach the intended destination.

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1 INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO FULLY INDEMNIFY AND HOLD HARMLESS EACH OF US, OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND THEIR RESPECTIVE SUCCESSORS, HEIRS, AND ASSIGNS AND THIRD-PARTY PLATFORMS (COLLECTIVELY, THE INDEMNIFIED PARTIES) FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, PROCEEDINGS, DAMAGES, LIABILITIES, EXPENSES, REASONABLE ATTORNEY FEES AND DISBURSEMENTS, AND/OR CHARGES THAT ARISE OUT OF OR IN CONNECTION WITH:
  • ANY SERVICE THAT WE PROVIDE UNDER THESE TERMS;
  • OUR FACILITATION OF ANY TRANSACTIONS ON THIS PLATFORM;
  • YOUR BREACH OF THESE TERMS; AND
  • ANY USER CONTENT YOU MAY PROVIDE.

12.2 THIRD-PARTY INDEMNIFICATION

YOU ACKNOWLEDGE AND AGREE THAT TRANSACTIONS ON THE PLATFORM ARE CONDUCTED BETWEEN YOURSELF AND OTHER USERS AND THAT STACKR IS NOT A PARTY TO SUCH TRANSACTIONS. YOU AGREE TO FULLY INDEMNIFY ALL INDEMNIFIED PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, ACTIONS, PROCEEDINGS, DAMAGES, LIABILITIES, EXPENSES, REASONABLE ATTORNEY FEES AND DISBURSEMENTS, AND/OR CHARGES THAT ARISE OUT OF OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, VIOLATION OF ANY APPLICABLE LAWS, MISUSE OR PROHIBITED USE, INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY, FAILURE OF SETTLEMENT BY THE OTHER USER OR THE THIRD-PARTY PLATFORM, ANY TRANSACTIONS CONDUCTED BY YOU, OR ANY CLAIM OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR THIRD PARTIES.

12.3 LIMITATION OF LIABILITY

THE AGGREGATE LIABILITY OF STACKR AND THE INDEMNIFIED PARTIES TO YOU OR ANY THIRD PARTIES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING TO ANY TRANSACTION ON OUR PLATFORM OR ANY OF THE SERVICES IS LIMITED TO THE LESSER OF THE ACTUAL AMOUNT OF LOSS OR DAMAGE WHICH IS CAUSED DIRECTLY BY OUR BREACH OF THESE TERMS, OR THE AGGREGATE TRANSACTION FEES CONTRIBUTED BY YOU TO STACKR IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LOSSES.

13. Prohibited Uses

13.1 Prohibited uses

By using any of the Services, or opening an Account, you agree that you will not:
  • breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms;
  • use the Services in a manner that violates public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prevent other users from using Services;
  • use Services for resale or commercial purposes, including Transactions on behalf of other persons or entities;
  • use the Services for anything which, at StackR’s sole discretion, is conduct designed to control or artificially affect the price of any Collectible (market manipulation) including, without limitation, pump and dump schemes, self-trading, front running, spoofing or layering, regardless of whether prohibited by the applicable law;
  • engage in fraudulent activities, or cause us to suspect that you have engaged in fraudulent activities and/or Transactions;
  • use the Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to us, other users, third parties, or yourself;
  • provide false, inaccurate or misleading information in connection with your use of the Services, in communications with us, or otherwise connected with these Terms;
  • use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Platform;
  • modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another programme or application;
  • disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Platform or any components thereof;
  • violate, or attempt to violate:
    • any applicable law; or
    • ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy;
  • access, use, or attempted to access or use Services directly or indirectly with:
    • a Prohibited Country; or
    • a Restricted Person.

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms and any dispute arising out of or in relation to them shall be governed by the laws of the Cayman Islands and the parties submit to the exclusive jurisdiction of the Cayman Island courts.

14.2 Dispute process

If you have any questions, concerns, disagreements, complaints, disputes, or differences arising out of or in connection with these Terms, please contact us in the first instance and we will endeavour to facilitate a resolution of the relevant question, concern, disagreement, complaint, dispute, or difference. Any disagreement, complaint, dispute, or difference arising out of or in connection with these Terms must be dealt by us first (in accordance with clauses 14) before the User is permitted to take any other action to resolve the disagreement, complaint, dispute, or difference. The User acknowledges that we are not obliged to investigate or follow up a complaint made by one User against another User. Following the receipt of a notice notifying StackR of a User's disagreement, complaint, dispute, or difference, StackR and the User will attempt to resolve this in good faith within 30 days of notification by the User. StackR will notify the User the outcome of the disagreement, complaint, dispute, or difference as soon as an outcome is determined by StackR. If you do not agree with the outcome as determined by StackR, you may take such other action to resolve the dispute as permitted under these Terms.

14.3 Agreement to arbitrate

(a) To the fullest extent permissible by law, subject to clause 14.3(b) to (d), you and we agree that any dispute or disagreement arising out of or in connection with these Terms is subject to a class action waiver and it must be settled by binding arbitration as follows:
  • The arbitration will be administered by the Cayman International Arbitration Centre in accordance with the Arbitration Rules of the Cayman International Arbitration Centre current at the time the arbitration is commenced.
  • The tribunal shall consist of a sole arbitrator.
  • The seat of the arbitration shall be the Cayman Islands.
  • The language of the arbitration shall be English.
  • The law applicable to this arbitration agreement and arbitral proceedings shall be Cayman Islands law.
(c) To the fullest extent permissible by law, these Terms provide for the exclusive resolution of disputes through individual arbitration on your own behalf instead of through any class or representative action and you agree that any dispute against us whatsoever shall be brought by you individually and not as a member of any class or as part of a class or representative action, and you expressly agree to waive any law entitling you to participate in a class or representative action. (d) For the avoidance of doubt, anything within this clause 14 (including the above arbitration agreement) does not prevent us from seeking injunctive or other urgent relief from a court to prevent (or enjoin) the breach of these Terms and/or infringement or misappropriation of any of our or a third party’s intellectual property right. (e) If you are in a jurisdiction in which an arbitration agreement is not enforceable then the parties agree to the exclusive jurisdiction of the Cayman Island courts to resolve any dispute arising from or in relation to these Terms.

15. General

15.1 Nonexclusive provision of services

Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person. Subject to the rest of these, we will use commercially reasonable efforts to ensure that the Platform is available on a 24/7 basis. However, it is possible that on occasion, the Platform may be unavailable to permit maintenance or other development activity to take place, or due to Force Majeure.

15.2 Entire agreement

These Terms constitute the entire and exclusive understanding and agreement between StackR and you in respect to any matter raised in relation to and arising from the Terms, and these Terms supersede and replace any and all prior oral or written understandings or agreements between StackR and you regarding any matter raised in these Terms.

15.3 Non-assignment

(a) You may not assign or transfer any of your rights under these Terms without our prior written permission. Any attempt by you to assign or transfer these Terms, without such permission will be voided. (b) StackR may freely assign or transfer these Terms, including any right or obligation set out in these Terms, without restriction, and the transferor or assignor shall not remain jointly and severally liable. Any reference to StackR in these Terms includes StackR’s successors and permitted assigns. (c) Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

15.4 Non-waiver

If StackR do not exercise or enforce any rights available to StackR under these Terms, that does not constitute a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of StackR. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

15.5 No partnership

Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause either you or StackR to be treated as a fiduciary, partners, joint venture partners, employers or employees, independent contractors, or as a principal or an agent of the other.

15.6 Severability

If any part of these Terms is, or becomes, legally invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

15.7 Force Majeure

Neither of us, nor any User, nor any other party involved in creating, producing, or delivering our Services shall be liable for any failure to perform its obligations under these Terms to the extent caused by Force Majeure provided that the affected party:
  • notifies the other party as soon as practicable;
  • uses best efforts to overcome the Force Majeure; and
  • continues to perform its obligations to the extent practicable.

15.8 Contractual Privity

To the maximum extent permitted by applicable law, these Terms is entered into for the benefit of, and will be enforceable by, any Third-Party Platform and each Third-Party Platform has relied upon the provisions of these Terms in agreeing to perform their respective obligations to Us in relation to the Service.

VeVe Username Terms

By agreeing to these terms and providing your VeVe username, you ("User") grant stackr.world and its affiliates (collectively, "Provider") the permission to use your VeVe username in connection with the services offered on the platform. You acknowledge and agree that the Provider may use your VeVe username for purposes including, but not limited to, displaying your username on the platform, associating your VeVe username with your stackr account, and facilitating communication between users.

You represent and warrant that you have the right to your VeVe username and that such use will not infringe upon or violate the rights of any third party, including intellectual property rights, privacy rights, or rights of publicity.

The Provider disclaims any and all liability arising from or related to the use of your VeVe username on the platform. You agree to indemnify, defend, and hold harmless the Provider and its affiliates from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from or related to the use of your VeVe username on the platform.

This legal disclaimer and permission statement may be updated or modified by the Provider at any time and for any reason. Your continued use of the stackr.world platform after any changes to this statement constitutes your acceptance of the updated terms.