3. Use of the Platform
3.1 Access to the Platform
A) Registered Use and Unregistered Use
The Platform is an online trading platform enabling Sellers to sell and offer NFTs. Any User can visit the Platform without being required to identify itself. However, in order to sell and acquire Non-Fungible Tokens through the Platform, Users must comply with the following cumulative criteria:
- the User must dispose of a Wallet, which will be generated by a third party supplier, and for which the User's identity may, from time to time, be asked to be verified, as the case may be, using a Third Party Authentication Provider;
- the User is older than 18 years;
- the User will be required to register themselves on the Platform by providing certain personal data (such as but not limited to their name, surname, e-mail address, and Wallet address) on the Platform. In addition, OneGrid retains the right to require Users to identify themselves using a Third Party Authentication Provider. The provision of such personal data to the Platform is required as to enable the Seller to effectively perform the transaction and for compliance with AML requirements as set forth in Article 3.3 below. The User understands that it is solely responsible for providing correct and accurate personal data to the Platform and that neither OneGrid nor the Seller assume any responsibility for damages resulting from the User's failure to provide the correct personal data.
Further to the Project Terms, additional eligibility criteria may be applicable to claim specific NFTs.
B) Availability of the Platform
While OneGrid uses reasonable efforts to keep the Platform accessible, the Platform may be unavailable from time to time. The User understands and agrees that there may be interruptions in the Platform's access due to circumstances both within or outside of OneGrid's control.3.2 Acceptable Use
By using the Platform, You hereby agree to use the Platform in accordance with these Terms. When You use or access the Platform, You will not:
- post, list or upload inappropriate, inaccurate, misleading, deceptive, defamatory, or libellous content;
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- use the Platform to directly or indirectly distribute or upload viruses, malicious code or any other form of disruptive code, nor circumvent any technical measures implemented by OneGrid;
- breach or circumvent any laws, third-party rights or rights of OneGrid, including by creating, posting, listing or uploading illegal content or content infringing third party rights, or use the Platform directly or indirectly for illegal purposes or in any way as to infringe applicable legislation;
- share Your user credentials with any person other than OneGrid or, as the case may be, the Seller and You will abstain from allowing any other party from using Your user credentials to acquire NFTs and/or access to Content through the Platform;
- use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Platform for any purpose; or
- use the Platform in a manner that would infringe any copyright (including all rights in computer software), designs, trademark, patent, publicity, moral, database, and/or other intellectual property rights, whether registered or unregistered, including trade secrets, and all applications and rights to apply for any of the foregoing, anywhere in the world (collectively, "Intellectual Property Rights"); or
- place orders on the Platform without the intent to purchase the Products and/or Services concerned.
OneGrid uses its best efforts to facilitate the correct performance of the Platform and to improve the user experience thereof. Should a User fail to comply with these Terms, OneGrid will, if possible, provide a notification thereof to the User concerned. If the User fails to remedy such breach within twenty-four (24) hours after the notification was sent, OneGrid is entitled to temporarily (i) suspend any of its services provided to the User and/or (ii) deny or restrict the User’s access to the Platform. The foregoing is without prejudice to OneGrid's right to immediately suspend access to the Platform if OneGrid deems that the User's actions or inactions threaten the correct functioning of the Platform.
In addition, OneGrid explicitly retains all rights to report Users to the competent authorities and to provide any information required to comply with all applicable laws or regulations, or to comply with a judicial or administrative order.
Also, should OneGrid be subject to a fine or any other judicial or administrative penalty because of the breach, by one of the Users, of these T&Cs, said User shall indemnify and hold OneGrid harmless from any and all said fines and/or penalties.
In order to enable OneGrid to take the required and appropriate measures to restrict access to or to delete any unauthorized, illegal or libellous content, OneGrid asks its Users to report any incorrect, illegal, libellous or unauthorized content that might be accessible on the Platform or any behaviour that would violate these Terms. The Users are requested to use the following e-mail address for this purpose: email@example.com
3.3 Compliance with Laws and Anti-Money Laundering
The User understands that compliance with Laws and Anti-Money Laundering laws is of paramount importance. The User therefore guarantees that it shall not participate in any transaction on the Platform that would violate such laws. The User also agrees that, upon request of OneGrid, it shall reauthenticate itself using a Third Party Authentication Provider proposed by OneGrid. In the absence of such authentication, OneGrid is entitled to suspend the User's access and use of the Platform.
OneGrid shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, OneGrid, in its sole and reasonable judgement, determines that such act might cause it to be in noncompliance with any applicable anti-money laundering or anti-terrorist or economic sanctions legislation, regulation or guideline.
The User undertakes to fully comply with anti-money laundering and terrorism financing standards in accordance with applicable law.
As soon as OneGrid or the User becomes aware of or suspects any sanctionable practice, act of money laundering or financing of terrorism, they undertake to full cooperate with each other and with the competent authority, when applicable, in determining whether such compliance incident has occurred.4. Description of the NFTs & Project
The NFTs to be delivered are those described on the Platform and in the Project Terms.
The Seller must always describe its NFTs and the Project concerned accurately and in good faith. Although OneGrid requests its Sellers to provide accurate information on the Platform, it may, on rare occasions, happen that the NFTs delivered by a Seller are slightly different from the NFTs described in the Project. Such differences may only concern non-essential characteristics of the ordered NFTs.
Should the Seller be in breach of its aforementioned obligation in this Article, Seller shall be solely liable for any claims from the Users, in accordance with Article 5.1.
OneGrid does not accept any liability for any error contained in the Project descriptions on the Platform. \5. Acquiring NFTs through the Platform
5.1 Identity of the Seller
The NFTs available on the Platform are offered by the Seller. The identity of the Seller(s) for the NFTs concerned will be clearly indicated on the Platform itself and in the purchase confirmation that You will receive once you have successfully ordered an NFT.
You understand that, once you have successfully ordered an NFT through the Platform, You have entered into a legally binding agreement with the Seller of the NFTs concerned and, where applicable, the Financial Beneficiaries. In such case, the Seller and, where applicable, the Financial Beneficiaries will be Your contracting party/ies for the NFTs concerned and the contractual relationship for such NFTs will be governed by the applicable Project Terms. Such Project Terms are published on the Platform and will need to be accepted by You in order to successfully complete an order. Such Project Terms are also communicated to You in the purchase confirmation.
Consequently, any claim in relation to the acquisition of NFTs (including but not limited to requests for returns, cancellations, refunds, claims for hidden defects) should be exclusively issued to such Seller and in accordance with the Project Terms of such Seller. Onegrid is not liable and will assume no responsibility for such claims.5.2 Ordering NFTs
The User can acquire NFTs against a fixed consideration according to the procedure described below.Selection
To acquire NFTs via the Platform, the User can select the NFTs concerned. The eligibility to purchase a NFT from specific NFT collections may depend on certain criteria as set forth in the applicable Project Terms.
After selection of the NFT concerned, the User will need to provide or confirm its payment details. It will then be confirmed that the User's Wallet holds the sufficient amount of Currency for the intended purchase. After this is confirmed, the User will see an overview of the selected NFT and the total consideration. The User will be able to return to the previous pages to correct any errors or to change the purchase.Consideration
The consideration for NFT(s) is shown and payable by the User in the Currency as indicated on the Platform. Said Currency will be shown when the User will need to provide or confirm its payment details. Unless expressly provided otherwise, the consideration indicated on the Platform includes all taxes and applicable fees as indicated in the Project Terms, except for gas and process fees that will be shown during the check-out process.Receiving the NFT(s)
Any transfer of a NFT to the User will be registered in the Blockchain.
After payment of the consideration for the respective NFT, the User will be redirected to a page confirming its purchase.
After completion of the purchase, the User will automatically receive the respective NFT(s) from the NFT collection selected by the User in his/her Wallet.Rights in case of defects of the NFT
In case an NFT purchased on the Platform is defective, the statutory provisions regarding the User’s rights in case of defects apply.Wallet
The User must have a Wallet compatible with the Platform in order to receive and store its NFT(s) following its purchase from the Seller on the Platform. Compatible Wallets include any Wallet compatible with Wallet Connect (i.e. Wallets having Wallet Connect components included in web3auth login module).
Wallets are provided by third parties and not by OneGrid. These T&C are not applicable to the User's use of the Wallet. Their use is rather subject to terms and conditions provided by the relevant third-party Wallet provider. The User shall ensure that it has read these terms and conditions before creating its Wallet, and that it maintains the security of its Wallet.
OneGrid does not hold any wallet private keys to the User's Wallet.
The User's Wallet public address will be made publicly visible every time the User engages in a transaction.
The respective third-party Wallet provider may charge the User a fee for the service it provides.
It is the responsibility of each User to ensure (i) the compatibility of the Wallet with the Platform before purchasing an NFT and (ii) that the Wallet is operated and stored in appropriate security conditions. Failure to do so may result in the loss or theft of NFTs. Any action made as a result of the User's Wallet being compromised is the responsibility of the User.Know Your Customers or Know your Transactions checks
OneGrid or its subcontractors may conduct KYC (Know Your Customer) and KYT (Know Your Transactions) checks as appropriate to authenticate the User and complete the purchase process. This may involve requiring the User to provide identity documents or information such as for instance the User's name, surname, date of birth, place of birth, nationality, address, email and phone number. This may also involve, from time to time, authentication procedures with Your credit card.
The User is obligated to provide correct and complete data. Failure to do so may result in a suspicious transaction report to be submitted by OneGrid to the competent financial intelligence unit. The same may apply if OneGrid has reason to suspect a case of money laundering by the User.Functions included in the NFT purchase
The User may receive, along with the purchase of an NFT, the right to claim certain other functions as part of its purchase of such NFT ("Functions"). Such Functions may for instance consist of access to virtual community spaces / metaverse experiences. The Functions (if any) will be determined and defined in the applicable Project Terms.Warranties
By placing an order through the Platform, the Buyer warrants that:
- he is legally capable to enter into binding contracts;
- he is not precluded by mandatory law or law of public policy to acquire the NFT;
- he is at least 18 years old.
The Seller or, as the case may be Onegrid, retains the right to refuse or to cancel any order if it reasonably believes that the Buyer fails to comply with the aforementioned conditions. In any case, the Seller and Onegrid decline any responsibility if the Buyer provided false or incomplete information on the Platform.Purchase confirmation
Upon successful completion of the ordering procedure and successful payment of the order, You will receive a purchase confirmation on the e-mail address provided by You. The purchase confirmation will provide among others:
- The identification of the Seller(s);
- The price applicable to the NFTs ordered;
- The Project Terms of the NFT(s) purchased;
- The method of payment used;
- Your billing address.
The transaction between You and the Seller is final upon sending the purchase confirmation to You.
Although the purchase confirmation might be branded with Onegrid's logo and trade name, such branding does not imply that Onegrid would have any contractual relationship with You as regards the sale of the NFT concerned.6. Holder of the NFT
The User is the holder of the NFTs that it purchases in accordance with these T&C. This holdership is ensured and verified by a specific protocol (smart contract) on the Blockchain. OneGrid makes no guarantee or promise with respect to smart contracts. OneGrid has no control over the User's holdership of the NFT and cannot modify it.
Notwithstanding any provision to the contrary in these T&C but subject to the applicable Project Terms, the User has the right to freely dispose of the NFTs it holds (sale, donation, transfer, destruction, etc.) for non-commercial purposes only, in particular via Third Party Platforms.
Subject to compliance with these T&C and the applicable Project Term, the User is authorized, on a non-exclusive, fully-paid up basis, to use, reproduce and display the Content associated with the NFTs that it legitimately holds, for personal and non-commercial purposes only. In case of a commercial use, reference is made to the Project Terms and the conditions therein that will apply to sufficiently protect the Sellers' interests.
Except as otherwise expressly provided, the purchase or use of a NFT (incl. the Content associated with it) does not include the transfer, license and assignment of any rights, title or interest (in particular Intellectual Property Rights) in or to the visuals, designs, text, graphics, pictures, content, code, data, software, sound or other elements of the NFT or the associated Content represented by or embodied in the NFT.
Under no circumstances may the User, without the Seller's prior consent, do or attempt to do any of the following with the NFTs and its associated Content, whether or not held by the User:
- use the NFT and its associated Content represented by or embodied in the NFT, in whole or in part, for any purpose other than those intended, including but not limited to commercial purposes, advertising or promotion of a third party product or service;
- modify, adapt or otherwise make any derivative use of the Content associated with the NFT or any other content, files and materials represented by or embodied in the NFT, in whole or in part;
- reverse engineer, retransmit, or distribute to any third party the NFT and its associated Content represented by or embodied in the NFT;
except where specifically (i) permitted by applicable statutory law, (ii) permitted under these T&C or (iii) permitted under the applicable Project Terms.7. Secondary Market transactions
Subject to the Project Terms, the Users can resell NFTs on the Platform. They may also resell their NFTs by offering them for sale on a Third Party Platform, subject to limits which may be specified for each NFT on the Platform or on the applicable Project Terms.
This Article shall apply likewise to any subsequent Secondary Market transaction, except as otherwise provided for in the Project Terms.
OneGrid is not involved in Secondary Market transactions on Third Party Platforms and cannot be held responsible for sales, purchases or transfers made outside the Platform.
It is the Users' responsibility to check which rights are associated with an NFT purchased on or received through a Third Party Platform.
The Users will be responsible for the payment of all taxes that may be applicable as a result of their use and resale of the NFTs.
Under the conditions specified for each NFT on the Platform, the Secondary Market transactions on the Platform and on Third Party Platforms may be subject to a commission for the Financial Beneficiaries. By purchasing the NFT on the Platform, the User accepts the existence of this possible commission. Said commissions shall be specified under the Project Terms.
In the context of Secondary Market transactions on Third Party Platforms, the User undertakes to inform the purchaser of the potential commission, as well as of the provisions of these T&C and the applicable Project Terms. In that context, the User shall impose on the purchaser an obligation to (i) pay such commission for the benefit of the Financial Beneficiaries, and (ii) to pass such obligations on to subsequent purchasers in the event of any further sales and purchases.8. Intellectual Property Rights
Any and all elements of the Platform (such as but not limited to texts, layouts, illustrations, pictures, functionalities) other than the content made available by the User and the Seller itself are, among others, protected by national and international rules governing Intellectual Property Rights. Any reproduction, copy, adaptation, distribution, public display, performance, translation, modification, alteration, edition and/or diffusion or any use for any public or commercial purposes of all, or a part, of the Platform, whatever the form and whatever the means, electronic and/or mechanic, is strictly prohibited without the prior written consent of the right holder(s). Any violation of the right holder's rights may lead to civil and/or criminal proceedings.9. Hyperlinks
The Platform may include links to other websites or other Internet sources. OneGrid is not responsible for these external sites and sources, including but not limited to:
- the content, advertising, products, services or other materials available on those external sites or sources; and/or
- for any loss or damage, direct or indirect, arising directly or indirectly from the use of the content, advertisements, products, services or any other element available on these external sites or sources.10. Security & Liability
10.1 Security of the Platform
OneGrid will use commercially reasonable efforts to ensure the security of the Platform. However, OneGrid cannot guarantee that the Platform and/or the NFTs will be free of viruses and/or other computer codes that may contain contaminating or destructive features.
It is the User's responsibility to put in place appropriate computer security measures (including anti-virus and other security controls) to meet its particular information security and reliability needs.
OneGrid shall not be liable for any damages to, or viruses that may infect computers, equipment or other property due to access to the Platform.10.2 Limitation of liability of OneGrid
The Platform is made available to You "as is" and "as available" without warranty or condition of any kind, either expressed or implied, beyond what is required by applicable law.
OneGrid's liability is limited to the typically foreseeable damage at the time of entering into the contract and shall be limited, for all and any claims, to an amount equal to [1000EUR].
In any case, OneGrid will not be liable to Users under or in connection with these T&Cs, whether in contract, tort (including negligence), breach of statutory duty or otherwise for special, indirect, incidental, exemplary or consequential damages (such as loss of opportunities) arising out of these T&Cs or the exercise of its rights hereunder, or lost profits (whether direct or indirect) arising from or relating to any breach of these T&Cs or to any use of the Platform.
This Article is without prejudice to exclusions of limitations of liability under applicable law.
The User shall take all reasonable measures necessary to avert and reduce damages.10.3 Risks inherent in NFTs by the User
Non Fungible Tokens are highly volatile assets. Their value depends on many factors. Their value is not guaranteed and can become zero. By purchasing NFTs, the User exposes itself to the risk of partial or total loss of the consideration paid for the respective NFT.
In addition, the resale or transfer of NFTs, in particular via Third Party Platforms, is not guaranteed. Such resales or transfers may be subject to transaction fees (including gas fees) which vary in amount. This amount may be significant and may limit or prevent the resale or transfer of NFTs.
All transactions on Non Fungible Tokens (such as the NFTs) are conducted through the Blockchain, which is an emerging technology that may involve risks such as, but not limited to, the following:
- any malfunction, vulnerability, unintended function or unexpected operation of the blockchain network may cause the User's NFTs to malfunction or operate unexpectedly or in an unintended way;
- the blockchain network may be subject to specific weaknesses, which make them possible targets for specific cyber security threats;
- loss or theft of the means of access, in particular the private key to the User's Wallet, or misuse of the Wallet, may result in the loss of access to the User's NFTs and any Function(s) related thereto;
- bugs or vulnerabilities in the NFTs, associated smart contracts or in their operation may result in the loss of access to the User's NFTs and any Function(s) related thereto.
Any of the above may result in the NFTs becoming worthless or may temporarily or permanently prevent the User from reselling or transferring them or claiming any Function(s) related to them.
These risks are to be borne by the Users. OneGrid shall not be liable for any of these risks and any loss of value of the User's NFT and/or any Functions related thereto.
The Users shall be solely responsible for the secure storage of their Wallet private keys. OneGrid shall not be liable for any damages related to (i) the User's Wallet and its use or (ii) a resale of NFTs on a Third Party Platform.10.4 Risks related to regulatory changes
The regulatory regimes in the areas relating to Non Fungible Tokens, crypto-assets, crypto-currencies and blockchain-based services may be subject to rapid legislative and regulatory change which could impact your use of the Platform and/or NFTs.
OneGrid shall not be liable for any consequences associated with legislative and regulatory developments applicable to the use of these new technologies.11. Term and Termination
These T&Cs are valid for an indefinite period.11.2 Termination
OneGrid may terminate these T&Cs at any time, either by e-mail notification, without any prior recourse to the court and without any further notice, if the User materially and/or repeatedly fails to perform any of its obligations under these T&Cs , and such failure is not remedied within twenty-four (24) hours after written notice from Onegrid to the failing party reasonably specifying the nature of the failure. The foregoing is without prejudice to Onegrid's right to suspend the User's access to the Platform in case of the User's failure to comply with the terms set forth herein.
The User may terminate these T&Cs at any time by deactivating its account on the Platform.11.3 Survival
Termination of this Agreement pursuant to the Article above, will not affect the agreement entered into between the Buyer and the Seller. In any case and without limitation, Articles 3, 4, 7, 8, 9, 10, 12 and 15 shall survive termination of these T&Cs.12. Personal Data
Some of the User's personal data (including its username for the Platform and Wallet public address) will be embedded into the NFT and will be stored for as long as the underlying distributed ledger technology operates.13. Right of Withdrawal for Consumers
If the Buyer is a consumer and the Seller an undertaking (i.e. a professional) within the meaning of the Belgian Code of Economic Law (BCEL), the Buyer has in theory a right of withdrawal for a period of 14 days from the date of the conclusion of the contract with said Seller, without giving any reason. However, because of the high fluctuations of the value of NFTs which are beyond the control of OneGrid and which may occur during the withdrawal period, the User does not have a right of withdrawal after buying an NFT (in conformity with Article VI.53, 2° BCEL).14. Applicable Law and Jurisdiction
Any claim relating to the Platform or these T&Cs is governed by the laws of Belgium without regard to conflict of laws principles and with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). You agree to submit any and all disputes arising out of or relating to your use of the Platform to the exclusive jurisdiction of the Brussels courts (Belgium).
Despite the application of Belgian law, Users who are consumers may enjoy the protection of the mandatory provisions of the law of the country, in which the consumer has its habitual residence. The application of mandatory provisions limiting the choice of law and in particular the application of mandatory laws of the country, in which the consumer has its habitual residence, such as consumer protection laws, shall remain unaffected.
15. Final Provisions
Consumer information pursuant to the Belgian law on dispute resolution for consumers (Règlement extrajudiciaire des litiges de consommation / Buitengerechtelijke regeling van consumentengeschillen): OneGrid is neither willing nor obliged to participate in any extra-judicial dispute resolution proceedings, such as Le Service de médiation pour le consommateur / de Consumentenombudsdienst.
Consumer information pursuant to Regulation (EU) No. 524/2013: For the purpose of settling consumer disputes out of court, the European Commission has established a platform for online dispute resolution (ODR). The ODR platform can be accessed at http://ec.europa.eu/consumers/odr/
If any provision in the present T&C is declared illegal, void, invalid or unenforceable by a court of competent jurisdiction, it will not affect (parts of) the remaining provisions and the illegal, void, invalid or unenforceable provision will be modified in compliance with applicable law in a manner that most closely matches the intent of the original wording.