General Terms of Use

Last updated: Feb 10, 2023

ACCEPTANCE OF TERMS OF USE

Manifold Technologies Ltd. ("Manifold", “we”, “us” or “our”) owns and operates Manifold Studios, Manifold Apps, Manifold Gallery and Developer tools and the other products and services it makes available through its applications and sites (collectively, the "Services"), including at manifold.xyz.

For the purposes of these Terms of Use, “user”, “you”, and “your” means you as the user of the Services.

By accessing and using the Services, you agree to these Terms of Use. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED OR INCORPORATED BY REFERENCE IN THESE TERMS OF USE, DO NOT ACCESS OR USE THE SERVICES IN ANY MANNER. If you are agreeing to these Terms of Use on behalf of a company or other legal entity, you represent that you have the legal authority to accept these Terms of Use on that entity’s behalf, in which case “you” will mean that entity. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT ACCESS OR USE THE SERVICES IN ANY MANNER.

Manifold reserves the right to refuse to provide, limit or terminate your access to the Services. Manifold reserves the right, to change, modify, update, add, or remove portions of the Terms of Use at any time. Please check these Terms of Use periodically for changes. By accessing and using the Services after the posting or other notice of any changes to the Terms of Use you agree to those changes.

The Services are available for individuals aged 13 years or older. If you are under the age of 18, you should review these Terms of Use with your parent or legal guardian and have your parent or legal guardian’s permission to use the Services. If you are a parent or legal guardian, and you allow access to or use of the Services, then these Terms of Use apply to you and you are responsible for that individual’s access or use of the Services.

SERVICES OVERVIEW

Manifold is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. Manifold provides a peer-to-peer web3 service that helps users discover and directly interact with each other and unique non-fungible tokens (“NFTs”) available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Services, you must use a third-party, supported digital cryptocurrency wallet (“Wallet”) which allows you to engage in transactions on blockchains and must register for an account on the Services (“Account”).

Wallets are not operated by, maintained by, or affiliated with Manifold, and Manifold does not have custody or control over the contents of your Wallet and has no ability to retrieve or transfer its contents. Manifold accepts no responsibility for, or liability to you, in connection with your use of a Wallet and makes no representations or warranties regarding how the Services will operate with any specific Wallet. You are solely responsible for keeping your Wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your Wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated Wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised.

Manifold is not party to any arrangement or agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Services and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Services.

ACCESSING THE SERVICES

To access most features of the Services, you must have an Account. When you register for an Account, you will be required to connect a supported Wallet to the Services. Your Wallet address and username may be publicly displayed on the Services when you connect your Wallet and you consent to such public display. For additional information about your Account and profile data, please see our Privacy Policy.

You represent and warrant that you comply, and will comply, at all times with all applicable laws (e.g., local, provincial, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to sanctions, embargoes or related measures imposed by Canada, the United States or the United Nations (collectively, “Sanctions”); (b) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, a jurisdiction subject to Sanctions; (c) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, a jurisdiction subject to Sanctions, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, a jurisdiction subject to Sanctions. If you access or use the Services outside Canada, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws.

Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services or other actions that Manifold, in its sole discretion, may elect to take. Manifold may disable your Account or reclaim or reassign your username or associated URL without liability to you.

We may withhold and pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services and you will provide all information we require to comply with any corresponding obligations we may have.

We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use Manifold through a parent or guardian’s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Services if you are under 13 years old.

OWNERSHIP

The Services, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Manifold logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Manifold or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Services and their content, including, without limitation, the exclusive right to create derivative works.

Manifold’s name, logo, trademarks, and any Manifold product or service names, designs, logos, and slogans are the intellectual property of Manifold or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Manifold” or any other name, trademark or product or service name of Manifold or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Services constitutes the service mark, trademark or trade dress of Manifold and may not be copied, imitated or used, in whole or in part, without our prior written permission. You are not granted any ownership, license or other right to any intellectual property of Manifold or its licensors or to Manifold’s Services except the limited and revocable right to use Manifold’s Services in accordance with these Terms of Use for your personal use.

All other third-party trademarks, registered trademarks, and product names mentioned on the Services or contained in the content linked to or associated with any NFTs displayed on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Manifold.

RULES OF CONDUCT

You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Services. You also agree that you will not:

Use or attempt to use another user’s Account without authorization from such user;
Pose as another person or entity, or use a wallet to engage in a transaction on Manifold that is owned or controlled, in whole or in part, by any other person;
Access the Services from a different blockchain address if we have blocked any of your other blockchain addresses from accessing the Services, unless you have our written permission first;
Use the Services – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Services in any manner;
Bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Manifold;
Use our Services for commercial purposes inconsistent with these Terms of Use or any other instructions;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;
Sell or resell the Services or attempt to circumvent any Manifold system for determining fees, charges or use;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Manifold might use to sort search results;
Use the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Services for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to Manifold;
Use the Services, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions; (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any jurisdiction subject to Sanctions; or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any jurisdiction subject to Sanctions.
Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
Use the Services to create, sell, or buy NFTs or other items that give owners rights to participate in an initial coin offering or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Use the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Infringe or violate the intellectual property rights or any other rights of others;
Create or display illegal content, such as content that may involve child sexual exploitation;
Create or display NFTs or other items that promote suicide or self-harm, incites hate or violence against others, or doxes another individual;
Use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Use;
Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services.

You bear full responsibility for verifying the authenticity, legitimacy, identity, and other details about any NFT, collection, or account that you view or otherwise interact with in conjunction with our Services. We make no guarantees or promises about the identity, legitimacy, or authenticity of any NFT, collection, or account on the Services.

Manifold has the right to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services.

LICENSE TO ACCESS AND USE OUR SERVICES AND CONTENT

You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Services provided, however, that such license is subject to your compliance with these Terms of Use. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Services, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms of Use provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.

THIRD-PARTY CONTENT AND SERVICES

Manifold does not make any representations or warranties about third-party content visible through our Services, including any content associated with NFTs displayed on the Services, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on Manifold will always remain visible and/or available to be bought, sold, or transferred.

NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.

The Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Services, you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Manifold, and may be “open” applications for which no recourse is possible. Manifold is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Manifold provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

DISCLAIMER OF WARRANTY

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, ALL INFORMATION AND SERVICES OFFERED ON THE SERVICES ARE PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND AND MANIFOLD HEREBY DISCLAIMS ALL WARRANTIES, GUARANTEE OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, LEGAL OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED SERVICE, ACCURACY, AVAILABILITY RELIABILITY, SECURITY, CURRENCY AND COMPLETENESS. IN ADDITION, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, MANIFOLD DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS ARE HEREBY DISCLAIMED TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, MANIFOLD, ITS AFFILIATES, LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, AGGRAVATED OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR INFORMATION AVAILABLE FROM THE SERVICES, WHETHER OR NOT ARISING FROM BREACH OF CONTRACT, TORT, NEGLIGENCE, CIVIL LIABILITY OR OTHERWISE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL THE TOTAL LIABILITY OF MANIFOLD TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS OF USE EXCEED THE AMOUNT YOU PAID TO MANIFOLD.

ABILITY TO CHANGE OR TERMINATE OPERATIONS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, MANIFOLD MAY SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS AT ANY TIME FOR ANY REASON OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU.

Manifold may terminate or make changes to all or any portion of the Services and may delete any content or data that has been submitted to the Services at any time and without notice or liability. Manifold will not be liable to you or any third-party for any claims or damages arising out of any termination or suspension of your access or use of the Services.

Accounts terminated by Manifold for any type of abuse, including without limitation a violation of these Terms of Use or Privacy Policy and will not be reactivated for any reason. For purposes of explanation and not limitation, most account suspensions, terminations and/or deletions are the result of violations of these Terms of Use or Privacy Policy.

Except as expressly provided otherwise, you assume all risks concerning the suitability and accuracy of the information within the Services. The Services may contain technical inaccuracies or typographical errors. Manifold assumes no responsibility for and disclaims all liability for and disclaims all liability for any such inaccuracies, errors, or omissions on the Services.

Should you object to these Terms of Use or any subsequent changes to these Terms of Use or become dissatisfied with the Services or any subsequent changes to the Services, your only recourse is to immediately discontinue your access to and use of the Services.

INDEMNITY

You agree to indemnify, defend, and hold Manifold and its affiliates, directors, officers, agents, co-branders, partners, and employees harmless from any claim or demand made by any third party due to or arising out of your use of the Services, your violation of the Terms of Use or Privacy Policy, your violation of any rights of other users of the Services, or your violation of applicable laws in connection with your use of the Services. Any such indemnification shall include the payment of reasonable legal fees incurred in the defense of such claim.

GENERAL

No failure by Manifold to exercise any rights, powers or remedies under these Terms of Use or its delay to do so will constitute a waiver of these rights, powers or remedies, and all waivers will be in writing. If any provision of these Terms of Use is held void, invalid, illegal or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provisions contained in these Terms of Use or the validity, legality or enforceability of that provision or part thereof in any other jurisdiction, and the remaining portions of these Terms of Use will continue in full force and effect. These Terms of use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Manifold without restriction. Manifold will not be liable for its failure to perform or the delayed performance the Services, obligations if such failure results from circumstances beyond its reasonable, including acts of God, fires, floods, wars, sabotage, civil unrest, accidents, pandemics, labor disputes, government laws, rules and regulations.

APPLICABLE LAW

These Terms of Use are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to principles of conflict of laws of any jurisdiction and notwithstanding your domicile, residency or physical location. You irrevocably attorn to the non-exclusive jurisdiction of the courts of British Columbia.