DTTD In-App Purchase Terms of Use
LAST REVISED: [Version date]
1. Acceptance and Modification of DTTD In-App Purchase Terms
These Terms and Conditions (“In-App Purchase Terms”) constitute a legally binding agreement between DTTD and each registered users (each, a “User”, “you” or “your”) of In-App Purchase via DTTD Services (the “In-App Purchase”).
DTTD In-App Purchase is considered part of the “DTTD Services” as defined in the DTTD Terms of Service (“DTTD Terms”) set forth here. The DTTD Terms are incorporated by reference into these In-App Purchase Terms, and also govern your use and access of the DTTD In-App Purchase. In the event of a conflict between these terms of these In-App Purchase Terms and the DTTD Terms, the In-App Purchase Terms will supersede and control.
Please carefully review these In-App Purchase Terms and the DTTD Terms. By accessing and using the DTTD In-App Purchase (including by placing order and receiving digital assets herein), you are deemed to have read, accepted, executed and agreed to be bound by these In-App Purchase Terms (including the DTTD Terms as incorporated by reference herein). We may change or amend the DTTD In-App Purchase or these In-App Purchase Terms at any time at our sole and absolute discretion. Any changes to these IN-APP PURCHASE Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the DTTD In-App Purchase, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the DTTD In-App Purchase.
IF ANY PROVISION OF THESE IN-APP PURCHASE TERMS OR THE DTTD TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE DTTD IN-APP PURCHASE. YOUR CONTINUED USE OF THE DTTD IN-APP PURCHASE FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
ARBITRATION NOTICE: THE DTTD TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. Overview of DTTD In-App Purchase
The In-App Purchase Service ("In-App Purchase Service") provides you with tools and features to create and enjoy Digital Collectibles (as defined below), which we may release and update from time to time, including the tools needed to (i) share Digital Collectibles that you have created and/or currently own on DTTD Platform, (ii) record Digital Collectibles as non-fungible tokens ("NFTs") on a blockchain and (iii) purchase, sell and/or transfer those NFTs on DTTD Platform.[FL1]
"Content" means materials, art, design, drawings, music, data, game data or other assets in any form or media, including, without limitation, video or images.
"Collection" means a set of Digital Collectibles made available by a Collectible Creator on or through the In-App Purchase Service.
"Collectible Creator" means the creator of a digital collectible.
"Digital Collectible" means a copy of the Content that may be recorded as an NFT, which may be created, used, displayed, sold and purchased via the In-App Purchase Service.
"Resale Commission" means any fee payable to the Collectible Creator in connection with a Secondary Transfer of an NFT associated with a Digital Collectible.
"Secondary Transfer" means any subsequent Transfer of a Digital Collectible (and the associated NFT) from the current owner's Wallet to the Wallet of another user after the initial creation of the Digital Collectible (and the associated NFT). For clarity, currently a Secondary Transfer can only occur off DTTD platforms via one or more third-party services.
“Transfer” means any transfer of ownership of a Digital Collectible between users, including from a Collectible Creator to another user.
“Transaction Taxes” means sales and use tax, goods and services tax, value-added tax and other similar taxes as well as any related duties, fees, charges, penalties, additions to tax or similar amounts that may be imposed by a taxing jurisdiction on the In-App Purchase Service.
“Wallet” means a third-party digital wallet that allows you to facilitate transactions and access certain blockchain assets, including cryptocurrencies and/or NFTs (e.g. MetaMask, Rainbow or Trust Wallet).
3. Connection with Digital Wallets
3.1 Access to and use of certain portions of the In-App Purchase Service may require you to connect your Wallet to your DTTD account. You are solely responsible for keeping your Wallet and any private key(s) and seed recovery phrase(s) necessary to decrypt your Wallet secure, and you should never share your private key(s) or seed recovery phrase(s) with anyone else, including through DTTD or any other online platforms. We cannot recover lost private key(s) or seed recovery phrase(s) for your Wallet and shall not be responsible for any loss of access to the In-App Purchase Service and any associated Digital Collectibles, Collections or NFTs resulting from lost or compromised private key(s) or seed recovery phrase(s).
3.2 When you connect a Wallet to your DTTD account, you agree that you continue to use that Wallet under the Terms and Conditions and Privacy Policies of the applicable third-party provider of such Wallet. We have no custody or control over the contents of any Wallet, including any Digital Collectibles or NFTs, regardless of whether such Digital Collectibles or NFTs were created using the In-App Purchase Service, and no ability to retrieve or transfer any contents of your Wallet. Your use of any Wallet is solely at your own risk. To the fullest extent permitted by law, we accept no responsibility for, or liability to you, in connection with your use of any Wallet (including with respect to the contents of any Wallet) or transactions effected through your Wallet, and, to the fullest extent permitted by law, make no representations or warranties regarding how or whether the In-App Purchase Service or any of our other services will operate with any specific Wallet or with any specific blockchain.
3.3 By connecting your Wallet to the In-App Purchase Service, you agree that you authorise all transactions initiated by you or on your behalf through the In-App Purchase Service in connection with such Wallet. DTTD has no control over any blockchain and therefore cannot and does not guarantee that any transaction details that you submit or receive via the In-App Purchase Service will be validated by or confirmed on such blockchain. DTTD cannot facilitate any requests to cancel or modify any transactions recorded on such blockchain.
4. Digital Collectible, Collections and NFTs
4.1. This Section 4 applies to users who are creating Digital Collectibles or Collections using the In-App Purchase Service. [FL2] To create a Collection, you must upload the Content that comprises each Digital Collectible in your Collection and certain other information that may be requested by DTTD (e.g. name, collection description, Resale Commission and price) in connection with such Digital Collectible and Collection. When you create a Collection, you will be asked if, following the Hold Period (as defined below), you want to either: (i) add the Collection directly to your Wallet or (ii) list it for sale to other users – you may only choose one option. By creating a Collection, you as the Collectible Creator have the option to display and make your Digital Collectibles available for viewing, purchase and transfer to other users via the In-App Purchase Service and hereby appoint DTTD as your agent for any Digital Collectibles that you sell or make available via the In-App Purchase Service to other users. The In-App Purchase Service may place limits on the maximum quantity of each Digital Collectible in a Collection, which limit may be updated from time to time.
4.2. Hold Period. When you choose to publish a Collection by sharing the Collection to your Feed via the In-App Purchase Service, DTTD will review the collection, in its sole discretion, for up to the period specified by us in the product or in an applicable policy (the "Hold Period"). If the Collection does not pass review, you will be notified that your Collection was not approved and will not be accessible via the In-App Purchase Service (it being understood that DTTD can disapprove a Collection later at any time in its sole discretion). If the Collection passes review, you will be notified that your Collection is ready to be shared via the In-App Purchase Service. To the extent permitted by law, DTTD does not have any liability for any Content or Digital Collectible made available on the In-App Purchase Service before or after the Hold Period.
4.3. Creating NFTs. Following the Hold Period, if the Collection passes internal review and:
i. if you are designated to add the Collection to your Wallet, then DTTD will record the Collection to the Polygon blockchain (or such other blockchain that we may support from time to time in our sole discretion thereafter) by writing a smart contract ("DTTD Smart Contract"), after which, the NFT will be created and recorded to your Wallet; and
ii. if you are designated to list and sell your Collection on the In-App Purchase Service, then the Digital Collectible will be displayed on the In-App Purchase Service but will not be created and recorded as an NFT on the blockchain until the earlier of: (i) when the Digital Collectible has been purchased by another user, in which case, the NFT will be created and recorded into the purchaser's designated Wallet; or (ii) the end of our designated sale expiry period that we have specified for the In-App Purchase Service (such as six months), in which case, the NFT will be created and recorded in the Collectible Creator's Wallet, in which case, the NFT will be created and recorded into the purchaser's designated Wallet.
DTTD Smart Contract is made available "AS IS" and "AS AVAILABLE", and DTTD reserves the right to modify or discontinue the DTTD Smart Contract at any time, with reasonable advance notice to you.
4.4. Secondary Transfers, Resale Commission. At the time when you create a Collection via the In-App Purchase Service, you will be given the option to designate a Resale Commission for Secondary Transfers of such NFT between end users resold on third-party marketplaces. DTTD not offer Secondary Transfers of NFTs between end users on the In-App Purchase Service. Secondary Transfers marketplaces are operated by third parties, and DTTD has no responsibility or control for the acts or omissions of such Secondary Transfers marketplaces or any parties to a Secondary Transfer. Certain Secondary Transfers marketplaces may choose to disregard or allow sellers to bypass the payment of Resale Commission on their sales of NFTs. DTTD has no responsibility for enforcing Resale Commissions on any third-party marketplace or parties to a Secondary Transfer or otherwise ensuring Resale Commissions are honoured or paid by the applicable third-party marketplaces, and DTTD makes no promise or guarantee that Resale Commissions will be paid on Secondary Transfers of NFTs.[FL3]
4.5. Expiry. If any Digital Collectible within a Collection has not been purchased by another user before the expiry of the applicable listing period or there is a surplus, DTTD may require you to record the Digital Collectible as an NFT to be held in your Wallet.
4.6. Takedown. You shall have the right to request that DTTD take down and delete any Digital Collectibles or Collections from the In-App Purchase Service before they are recorded as NFTs, in which case, DTTD will use commercially reasonable efforts to do so. If such Digital Collectibles or Collections are taken down, the licence granted to DTTD in Section 6.2 with respect to any Content associated with such Digital Collectibles or Collections shall terminate in accordance with the Content Removal provisions in the applicable Terms of Use. If such Digital Collectibles or Collections are taken down, the licence granted to DTTD in Section 6.2 with respect to any Content associated with such Digital Collectibles shall terminate in accordance with the Content Removal provisions in the applicable Terms of Use.
4.7. Once a Collection or Digital Collectible has been recorded as an NFT on the blockchain, DTTD will not have the ability to remove any such NFT from the blockchain – it can only prevent the Digital Collectible or Collection from being accessible on the In-App Purchase Service.
4.8. Our liability to you. We do not have any obligation to (i) review, audit, police or monitor any smart contracts or other blockchain transactions underlying any NFTs, or (ii) validate or confirm lawful ownership or the creation origin of any Content or NFTs. We do not guarantee that your Content will be able to be used as a Digital Collectible on the In-App Purchase Service or otherwise be compatible with the In-App Purchase Service. To the extent permitted by law, we do not make any representations, warranties or guarantees with respect to any Digital Collectibles or NFTs made available via the In-App Purchase Service.
4.9. Your representations. By posting or displaying a Digital Collectible in connection with your use of the In-App Purchase Service, you represent and warrant that you are complying with all applicable laws and regulations, all Terms and Conditions of any agreement between you and any other person or entity who holds any applicable rights in the Content associated with such Digital Collectible, or any other third-party Terms and Conditions which you may be subject to. If you create an NFT using the In-App Purchase Service, you represent and warrant that (i) you will not create any NFT that includes or otherwise incorporates into the NFT's underlying smart contract any virus, bug, malicious code or other code which could be used to commit fraud or otherwise cause harm, and (ii) you will not operate any form of regulated lottery or regulated sweepstakes to distribute your NFTs in violation of applicable laws, and the In-App Purchase Service may choose to prohibit or remove any NFTs from being available on the In-App Purchase Service that violate the foregoing or any other portion of these Terms.
5. Ownership of the In-App Purchase Service; Licence to you.
5.1. Ownership. Except for Content made available by you with respect to any NFTs, Digital Collectibles or Collections, you agree that DTTD and its licensors own all rights, title and interest in the In-App Purchase Service (including, but not limited to, the DTTD Smart Contract, any computer code, concepts, artwork, software or other Content). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the In-App Purchase Service.
5.2. Licence to you. DTTD hereby grants you a limited licence to access and use the In-App Purchase Service solely for your internal use, provided that you comply with these Terms in connection with all such use.
6. Your Content; Licence to DTTD.
6.1. Ownership. If you upload any Content to the In-App Purchase Service, you represent and warrant that you own all necessary rights (including intellectual property rights) to use, display, reproduce, distribute and perform such Content or you are legally authorised by the applicable intellectual property owner to do the foregoing.
6.2. Licence to DTTD. By posting Content, or by otherwise using the In-App Purchase Service, you hereby grant to us a worldwide, non-exclusive, irrevocable (subject to all applicable laws), unrestricted, assignable, sublicensable (through multiple tiers), royalty-free right and licence to reproduce, record, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), transmit, retransmit, make available and otherwise use (collectively, "Use") the trademarks, service marks, publicity rights, privacy rights, names, images, likenesses, biographical details, indicia of identity and logos specified by you ("Creator Marks"), as well as your Content and Digital Collectibles by any means and through any media and formats now known or hereafter developed, for the purposes of: (i) displaying and sharing your Content, including Digital Collectibles (including their associated NFTs) that you own or display on the In-App Purchase Service, to other users of the In-App Purchase Service; (ii) allowing other users to interact with your Content as permitted by these Terms; (iii) providing the In-App Purchase Service in accordance with these Terms; (iv) sublicensing your Content to our third-party service providers as needed to provide the In-App Purchase Service (e.g. cloud storage service providers); and (v) advertising, marketing and promoting DTTD or the In-App Purchase Service. All goodwill arising from Use of Creator Marks will inure solely to your benefit.
6.3. Confidentiality. You must not post any Content on or through the In-App Purchase Service or transmit to us any Content that you consider to be confidential or proprietary. Any Content posted by you to or through us or transmitted to us will be considered non-confidential and non-proprietary, and treated as such by us, and may be used by us in accordance with these Terms without notice to you and without any liability to us.
6.4. Music rights. For the avoidance of doubt, the rights granted in Section 6.2 include, but are not limited to, the right to: (i) reproduce audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein) and musical works; (ii) publicly display audiovisual works; (iii) publicly perform and communicate to the public audio-only and audiovisual works (and any sound recordings and musical works embodied therein), sound recordings (and any musical works embodied therein) and musical works; and (iv) provide closed captioning or dubbing of alternative languages for any Content, in each instance of clauses (i) to (iv) on a royalty-free basis. This means that you are granting us the right to Use your Content without the obligation to pay royalties to any third party, including, but not limited to, an NFT copyright owner, a videogame copyright owner, a sound recording copyright owner (e.g. a record label), a musical work copyright owner (e.g. a music publisher), a performing rights organisation (e.g. ASCAP, BMI, SESAC) (a "PRO"), a sound recording PRO (e.g. SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of Content.
6.5. Storage. Once a Digital Collectible has been recorded as an NFT, DTTD may facilitate the Collectible Creator storing certain information and Content related to such Digital Collectible ("Collection Information") using third-party services on a decentralised storage network such as IPFS or Arweave. Hosting and storage for all Collection Information are subject to such third-party service provider's applicable Terms and Conditions. We may update which third-party service providers we use from time to time in our sole discretion. However, to the extent permitted by law, DTTD has no obligation to store any such Collection Information itself and has no responsibility or liability for (i) the acts or omissions of any third-party service provider; (ii) the deletion or loss of any Content or Digital Collectibles (including their associated NFTs); or (iii) the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the In-App Purchase Service.
7. DTTD's rights.
7.1. We have the right to (i) review, remove, delist, or refuse to post, record or support any transaction in any Content, Digital Collectibles, Collections or NFTs, on the In-App Purchase Service, if we reasonably believe that it violates the Terms of Use, or any other applicable policies, laws, rules or regulations; and (ii) take any action that we believe is necessary or appropriate if we reasonably believe that any Content, Digital Collectible, Collection or NFT or the connection of any Wallet to DTTD violates these Terms, infringes upon the rights of others and/or could create liability or adverse legal or regulatory implications for DTTD or other users.
7.2. We can end or suspend your use of the In-App Purchase Service, or disconnect your Wallet from the In-App Purchase Service, at any time. We also may change, modify or stop offering the In-App Purchase Service (or any part of it) at any time. If we do this, and if we determine in our sole discretion that this will have a detrimental impact on you, we will try to provide you with notice prior to our actions, unless we are not reasonably able to do so (if this happens, we will notify you as soon as practicable). To the extent permitted by applicable law, we do not accept responsibility or liability for losses caused by us ending or suspending your use of the In-App Purchase Service, for disconnecting your Wallet from the In-App Purchase Service, for discontinuing the In-App Purchase Service or for removing, withdrawing or disabling access to Content.
8. Transferring NFTs.
8.1. The In-App Purchase Service aids in the Transfers of Digital Collectibles (including their associated NFTs) between Collectibles Creators and other users of the In-App Purchase Service.
8.2. In certain cases, your transaction may not be successful due to an error with the blockchain, a storage provider or your or another user's Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees off the In-App Purchase Service that may be incurred by you in connection with such failed transactions.
8.3. DTTD is not liable to you for any disputes between you and another party with respect to the use of the In-App Purchase Service and any transactions that take place on the In-App Purchase Service.
8.4. When you purchase a Digital Collectible (including its associated NFT) via the In-App Purchase Service, you agree that your purchase is subject to Section 9 (Purchase and sale terms) and Section 10 (Pricing and payments) below.
9. NFT purchase and sale terms.
9.1. Each Transfer is a contract solely between the Collectible Creator or the then-current owner and the user seeking to purchase the NFT. DTTD does not transfer legal ownership of the NFTs from the Collectible Creator or the then-current owner to the purchaser of the NFT. You acknowledge and agree that DTTD is not a party to any transactions between the Collectible Creators or the users of the In-App Purchase Service.
9.2. All sales of Digital Collectibles via the In-App Purchase Service are final. When you purchase a Digital Collectible (including its associated NFT) via the In-App Purchase Service, you agree that you have read, understand and agree to be bound by these Terms, including any Resale Commissions (regardless of whether such Resale Commission is enforced or supported by the third-party platform or marketplace that facilitates a Secondary Transfer). You further agree that if you sell a Digital Collectible (including its associated NFT) via the In-App Purchase Service, you will use commercially reasonable efforts to bind the purchaser of the Digital Collectible (including its associated NFT) to these Terms.
9.3. You bear full responsibility for verifying the identity, legitimacy and authenticity of any Digital Collectible (including its associated NFT) that you purchase via the In-App Purchase Service.
9.4. By purchasing, acquiring or otherwise receiving a Digital Collectible (including its associated NFT) via the In-App Purchase Service, you agree that each Digital Collectible (including its associated NFT) is a digital asset that embodies or includes certain Content owned or created by the Collectible Creator offering the Digital Collectible (including its associated NFT) via the In-App Purchase Service. You acknowledge and agree that the Content associated with a Digital Collectible (including its associated NFT) is licensed, and not sold, to you.
9.5. Subject to your compliance with these Terms, the Collectible Creator grants to the lawful owner of a Digital Collectible, a worldwide, non-exclusive, revocable, royalty-free licence, with no right to sublicense, to display the Content associated with such Digital Collectible (including its associated NFT) solely for the following purposes: (i) for your own personal, non-commercial use (e.g. display in a virtual gallery, on a mobile device, as an avatar or in your home); or (ii) through or as a part of a marketplace that permits the purchase and sale of such Digital Collectible, provided that only the actual user who purchases the Digital Collectible offers that Digital Collectible for sale. Notwithstanding the foregoing, a Collectible Creator may choose to grant alternative rights in the Content for their Digital Collectible, in which case, those alternative rights that are made available to you in writing by the Collectible Creator (which may be done separately from the In-App Purchase Service) prior to the Transfer of their Digital Collectible will supersede and control over the prior sentence.
9.6. You shall not, nor shall you cause or permit any third party to, do or attempt to do any of the following without the Collectibles Creator's express prior written consent in each case: (i) modify, distort or effect any other change relating to the Content in any way; (ii) use the Content for any commercial purpose (other than an authorised offering of the corresponding Digital Collectible (including its associated NFT); (iii) create any derivative works of the Content; or (iv) use the Content in connection with images, videos or other forms of media that depict hatred, intolerance, violence, cruelty or anything else that could reasonably constitute hate speech, violate any law, infringe upon the rights of others or promote illegal activities or in any other manner that violates other appliable guidelines as may be issued, announced or published by DTTD (if any) from time to time.
9.7. If you Transfer to any third party any Digital Collectible (including its associated NFT) that you acquired via the In-App Purchase Service via a Secondary Transfer, then after such Transfer, your licence in the Content applicable to such Digital Collectible (including its associated NFT) shall automatically transfer to such third party, subject to these Terms. After any such transfer, your licences to the Content applicable to such Digital Collectible (including its associated NFT) will immediately terminate and you will have no further rights in the Content embodied by the Digital Collectible (including its associated NFT). The licence granted to you hereunder will also immediately terminate if you breach these Terms or violate any applicable laws related to the Digital Collectible (including its associated NFT).
10. Pricing and payments terms.[FL4]
10.1. Payment. All purchases of a Digital Collectible (including its associated NFT) via the In-App Purchase Service are non-refundable. Notwithstanding the foregoing, in the event that DTTD determines in its sole discretion that a user is entitled to a refund, the amount of such refund shall be charged to the user owing the same and may be deducted from any Proceeds (as defined below) payable to such person. All pricing and payment terms for Digital Collectibles (including their associated NFTs) are as indicated at the point of sale or otherwise on the In-App Purchase Service, and any payment obligations that you incur are binding at the time of purchase. You acknowledge and agree (i) that all payment information that you provide with respect to the purchase of a Digital Collectible (including its associated NFT) is accurate, current and complete and (ii) that DTTD or its third-party service providers are authorised to charge such payment method for all amounts payable hereunder. Your agreement with your applicable payment provider governs your use of that payment method. All fees, including any blockchain gas fees or fees to third parties, are payable in accordance with payment terms in effect at the time when the fee becomes payable. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency that you have agreed to pay at the time of purchase.
10.2. Limits. The In-App Purchase Service may implement limits on the amounts that Collectible Creators may charge for any single Digital Collectible (including its associated NFT) (e.g. a maximum of one thousand US dollars (USD 999.99)), which limits are subject to change by us from time to time in our sole discretion, including to comply with applicable law or reporting requirements.
10.3. Fees. DTTD does not currently anticipate charging any fees in connection with the In-App Purchase Service, except as expressly displayed to you in connection with your use of the In-App Purchase Service. In the event that DTTD charges any fees, including, without limitation, any blockchain fees, also known as gas fees paid when someone initiates a blockchain transaction, such fees will be set forth in connection with the applicable service.
10.4. Payment Processors. DTTD does not provide payment services and relies on third-party service providers for payment services (e.g. card acceptance, merchant settlement and related services) (each, a "Payment Processor"). DTTD will be the merchant of record for Digital Collectibles (including their associated NFTs) that are sold or made available to users through the In-App Purchase Service vis-à-vis the Payment Processor. By purchasing or selling a Digital Collectible (including its associated NFT) through the In-App Purchase Service, you agree to be bound by the applicable Payment Processor's Terms and Conditions, including the Payment Processor's Privacy Policy, and you hereby consent and authorise DTTD and the applicable Payment Processor to share any information and payment instructions that you provide with one or more Payment Processor(s) as necessary to complete your transactions. DTTD may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
10.5. Proceeds. Any amounts payable to you in connection with a Transfer of any Digital Collectible (including its associated NFT) ("Proceeds") will be due and payable to you promptly following DTTD's receipt of consideration in connection with each such Transfer. You shall receive any Proceeds, less any amounts owed by you to DTTD (if any), applicable Payment Processor fees, applicable taxes (described below) and amounts otherwise withheld in compliance with applicable law. For the avoidance of doubt, DTTD will not be responsible for exchanging any cryptocurrency to fiat, or vice versa, for you. DTTD shall have no liability arising out of or relating to the Wallet address or other banking or payment account information (e.g. any errors, circumstances, acts or omissions resulting in loss of funds).
10.6. Taxes.
i. Unless otherwise provided, any payments required hereunder do not include any Transaction Taxes that may be due in connection with the In-App Purchase Service. If DTTD determines that it has a legal obligation to collect Transaction Taxes from you, DTTD shall collect such Transaction Taxes in addition to the other payments required. Except for Transaction Taxes legally required to be collected and remitted by DTTD, Collectible Creators are solely responsible for determining what, if any, taxes apply to transactions involving Digital Collectibles (including their associated NFTs), or any other use of the In-App Purchase Service that you undertake. You are solely responsible for paying any such Transaction Taxes and DTTD shall have no liability to you or to any third party with respect thereto.
ii. You will provide DTTD with applicable tax ID, tax forms, documents or certifications as may be required by applicable law for DTTD to satisfy any tax information reporting and/or withholding tax obligations with respect to any payments hereunder. Where applicable, DTTD shall be entitled to deduct and withhold from any consideration payable such amounts as are required to be deducted or withheld therefrom under any provision of US federal, state, local or foreign tax law, or under any other applicable law. Where applicable, you agree that you will be solely responsible for compliance with local tax regulations applicable to any payment. Where applicable, you (a) agree that DTTD will prepare and issue tax invoices under self-billing arrangement, (b) acknowledge and accept the validity of such self-billed invoices and (c) agree that you will be responsible for timely remittance to applicable tax authorities of any tax amounts on such self-billed invoices that were paid to you by DTTD.
11. Data.
Subject to applicable privacy laws and our Privacy Policy, if you provide (or allow us to access) any data, content or other information (e.g. NFT metadata) in connection with your use of the In-App Purchase Service (collectively, "Supplemental Data"), then, to the fullest extent permissible by applicable law, you grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide licence to use such Supplemental Data to the extent required to provide and improve our DTTD Services, including in connection with the operation of the In-App Purchase Service. This licence will end if and when your Supplemental Data is deleted from our systems. This licence survives even if you stop using the In-App Purchase Service or once you've sold or transferred an NFT associated with a Digital Collectible. You are responsible for obtaining the necessary rights from all applicable rights holders to grant this licence.
12. Privacy.
To the extent that we collect and use information about you in order to provide the In-App Purchase Service, our Privacy Policy applies to your use of the In-App Purchase Service and explains how we collect, use and share information, including across the DTTD Services.
13. Exclusive experiences.
We may detect and analyse the posted and unposted Digital Collectibles and NFTs in your connected Wallet, even those that you have not shared on the In-App Purchase Service, to personalise your experience by recommending exclusive groups, communities and other NFT-gated experiences and features whose access is directly dependent on the Digital Collectibles and NFTs in your Wallet. To the extent that we collect and use information about you in order to provide the In-App Purchase Service, our Privacy Policy applies to your use of the In-App Purchase Service and explains how we collect, use and share information, including across the DTTD Services.
14. Compliance.
You represent and confirm that you will comply with all United States and applicable non-US trade sanctions law ("Sanctions Laws") in your use of the In-App Purchase Service. You represent and warrant that you are not prohibited by Sanctions Laws from using the In-App Purchase Service and that you will not use the In-App Purchase Service in a manner that could violate or reasonably cause DTTD or other users to violate Sanctions Laws. If you are prohibited from using the In-App Purchase Service under Sanctions Laws, agreeing to these Terms does not represent entering into an agreement with DTTD; even if you click "agree", this agreement is null and void.
15. Securities laws and regulations.
By providing the In-App Purchase Service, DTTD is not acting as security or commodities an exchange, broker, financial institution or creditor, nor are we providing any form or financial or other regulated service to you. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE TOOLS PROVIDED BY THE IN-APP PURCHASE SERVICE AS CONTEMPLATED BY THESE TERMS, OR YOUR MARKETING OR ADVERTISING OF THE DIGITAL COLLECTIBLES DOES NOT AND WILL NOT VIOLATE OR CAUSE US TO VIOLATE ANY STATE OR FEDERAL SECURITIES LAW OR REGULATION, INCLUDING, WITHOUT LIMITATION, BY CREATING AND DISTRIBUTING SECURITIES. WE DO NOT ASSUME ANY LIABILITY THAT MAY ARISE BASED ON ANY SUCH VIOLATIONS.
16. Prohibited conduct.
By using the In-App Purchase Service, you agree not to:
16.1. use the In-App Purchase Service for any illegal purpose or in violation of any local, state, national or international law, including money laundering, terrorist financing or any fraudulent, deceptive or manipulative trading activities;
16.2. violate, or encourage others to violate, or provide instructions on how to violate any right of a third party, including by infringing upon or misappropriating any third-party intellectual property right;
16.3. make any unsolicited offer or advertisement to other users of the In-App Purchase Service or collect personal information about other user or third party without their consent;
16.4. engage in any deceptive marketing involving Digital Collectibles (and their associated NFTs), including any marketing that may characterise such Digital Collectible (including its associated NFT) as a regulated security or commodity;
16.5. offer any utility or benefit in connection with Digital Collectibles (including their associated NFTs) in a manner that deems or is likely to deem the Digital Collectibles (including their associated NFTs) to be a regulated security or commodity;
16.6. carry out any financial activities subject to registration or licensing, including, but not limited to, creating, listing, offering, disposing of or buying securities, commodities, options, property, debt instruments, derivatives, interest in a managed investment scheme or other financial product;
16.7. participate in fundraising for a business, protocol or platform, including, but not limited to, creating, listing or buying assets that are financial products or redeemable for financial instruments, assets that give owners' rights to participate in an initial coin offering or any securities offering (or offering of any other financial product), or assets that entitle owners to a rate of return or other financial rewards, including, but not limited to, decentralised finance yield;
16.8. perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation or accessing any other account on the In-App Purchase Service without permission, or provide any false, inaccurate or misleading information to us; or
16.9. encourage or engage in speculative behaviour in connection with the Transfer of any Digital Collectibles (including their associated NFTs).
17. Assumption of risks.
17.1. THE PRICES OF DIGITAL ASSETS ARE EXTREMELY VOLATILE AND COLLECTIBLE BLOCKCHAIN ASSETS HAVE NO INHERENT OR INTRINSIC VALUE. FLUCTUATIONS IN THE PRICE OF OTHER DIGITAL ASSETS COULD MATERIALLY AND ADVERSELY AFFECT THE VALUE OF ANY NFT, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE VOLATILITY. YOU ACKNOWLEDGE AND AFFIRM THAT YOU ARE COLLECTING, TRADING OR PURCHASING NFTS FOR PURPOSES OF ACQUIRING DIGITAL ASSETS FOR YOUR PERSONAL USE AND ENJOYMENT, AND NOT FOR ANY INVESTMENT OR SPECULATIVE PURPOSES. ANY ECONOMIC BENEFIT THAT MAY BE DERIVED FROM APPRECIATION IN THE VALUE OF THE NFTS IS INCIDENTAL TO OBTAINING IT FOR ITS COLLECTIBLE PURPOSE.
17.2. THERE ARE RISKS ASSOCIATED WITH USING NFTS AND 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 WITHIN YOUR WALLET. YOU ACKNOWLEDGE THAT DTTD WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS THAT YOU MAY EXPERIENCE WHEN USING ANY BLOCKCHAIN NETWORK, HOWEVER CAUSED.
17.3. THE LEGAL AND REGULATORY REGIME GOVERNING BLOCKCHAIN TECHNOLOGIES, CRYPTOCURRENCIES AND TOKENS IS EVOLVING, AND NEW REGULATIONS OR POLICIES MAY MATERIALLY ADVERSELY AFFECT THE DEVELOPMENT OF THE IN-APP PURCHASE SERVICE AND THE VALUE OR UTILITY OF NFTS. UPGRADES TO ANY BLOCKCHAIN NETWORK OR HARD FORKS (I.E. ANY PERMANENT CHANGES TO THE PROTOCOL OF A BLOCKCHAIN NETWORK THAT RENDERS OLDER VERSIONS INVALID) IN SUCH NETWORKS, OR A CHANGE IN HOW TRANSACTIONS ARE CONFIRMED ON SUCH BLOCKCHAIN NETWORKS MAY HAVE UNINTENDED, ADVERSE EFFECTS ON ALL BLOCKCHAINS, INCLUDING ANY THAT ARE RELATED TO YOUR NFT(S).
17.4. TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY FAILURE IN THE INTENDED FUNCTION OF ANY SMART CONTRACTS UNDERLYING ANY NFTS, OR ANY BUGS, VIRUSES, EXPLOITS, LOGIC GAPS OR MALICIOUS CODE WHICH MAY BE INCORPORATED INTO ANY SUCH SMART CONTRACTS, OR WHICH COULD BE USED TO COMMIT FRAUD OR OTHERWISE CAUSE HARM. YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED SUFFICIENT INFORMATION TO MAKE AN INFORMED DECISION TO PURCHASE AN NFT, INCLUDING CAREFULLY REVIEWING THE CODE OF THE SMART CONTRACT AND THE NFT, AND FULLY UNDERSTAND AND ACCEPT THE FUNCTIONS OF THE SAME.
17.5. THERE ARE RISKS ASSOCIATED WITH PURCHASING NFTS, INCLUDING, BUT NOT LIMITED TO, THE RISK OF PURCHASING COUNTERFEIT ASSETS, MISLABELLED ASSETS, ASSETS THAT ARE VULNERABLE TO METADATA DECAY, ASSETS ON SMART CONTRACTS WITH BUGS AND ASSETS THAT MAY BECOME UNTRANSFERABLE. TO THE EXTENT PERMITTED BY LAW, DTTD HAS NO RESPONSIBILITY FOR ANY COUNTERFEIT ASSETS THAT MIMIC NFTS.
17.6. NFTS THAT YOU PURCHASE BOTH ON AND OFF THE IN-APP PURCHASE SERVICE MAY BECOME INACCESSIBLE ON THE IN-APP PURCHASE SERVICE. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE INABILITY TO VIEW OR ACCESS ANY NFTS OR DIGITAL COLLECTIBLES ON OR THROUGH THE IN-APP PURCHASE SERVICE SERVE AS GROUNDS FOR A CLAIM AGAINST DTTD.
17.7. ANY PURCHASE OR SALE THAT YOU MAKE, ACCEPT OR FACILITATE OUTSIDE THE IN-APP PURCHASE SERVICE OF AN NFT WILL BE ENTIRELY AT YOUR OWN RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF NFTS OUTSIDE THE IN-APP PURCHASE SERVICE. WE EXPRESSLY DENY AND DISCLAIM ANY LIABILITY TO YOU AND DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES THAT YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN NFTS OUTSIDE OF IN-APP PURCHASE SERVICE.
17.8. THE IN-APP PURCHASE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DTTD SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. DTTD DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE WEBSITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. DTTD IS NOT LIABLE FOR ANY DISRUPTION OR LOSS A USER MAY SUFFER. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES AND WEBSITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY ACKNOWLEDGE AND ACCEPT THE VARIOUS RISKS INHERENT TO USING DIGITAL CURRENCY INCLUDING BUT NOT LIMITED TO HARDWARE FAILURE, SOFTWARE ISSUES, INTERNET CONNECTION FAILURE, MALICIOUS SOFTWARE, THIRD PARTY INTERFERENCE LEADING TO LOSS OR LACK OF ACCESS TO YOUR ACCOUNT OR WALLET AND OTHER USER DATA, SERVER FAILURE OR DATA LOSS.
17.9. IN NO EVENT SHALL DTTD, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ADVISORS, CONSULTANTS OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF TOTAL FEES PAID BY YOU FOR THE SERVICE THAT IS SUBJECT OF THE CAUSE OF ACTION IN THE TWELVE (12) MONTHS PRIOR TO THE LOSS ARISING OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR THE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF DTTD HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF DTTD’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU