Introduction

PLEASE CAREFULLY READ THESE TERMS OF SERVICE AS THEY ENCOMPASS ESSENTIAL INFORMATION AND AFFECT YOUR LEGAL RIGHTS. THIS DOCUMENT INCORPORATES A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, REQUIRING DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN JUDICIAL PROCEEDINGS (WITH LIMITED EXCEPTIONS).

These Terms establish a legal agreement between you and SyndicateX Marketplace, governing your interaction with the SyndicateX Marketplace, encompassing content, functionality, and services offered on or through the SyndicateX Marketplace (collectively, the “Service”). References to “user,” “you,” and “your” pertain to the user of the Service. If you use the Service on behalf of a company or entity, “you” includes both you and that entity. By doing so, you confirm your authorization to bind the entity to these Terms.

WE ARE NOT A WALLET PROVIDER, EXCHANGE, BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICE FUNCTIONS STRICTLY AS AN ADMINISTRATIVE PLATFORM. THE SYNDICATEX MARKETPLACE SERVES AS A PEER-TO-PEER WEB3 SERVICE FACILITATING USER INTERACTIONS AND TRANSACTIONS WITH NFTs ON ANY BLOCKCHAIN UTILIZED. WE MERELY FACILITATE TRANSACTIONS BETWEEN BUYERS AND SELLERS, THUS NOT BEING A PARTY TO ANY AGREEMENT BETWEEN THEM. WE LACK CUSTODY OR CONTROL OVER NFTs OR THE UTILIZED BLOCKCHAIN AND DO NOT EXECUTE PURCHASES, TRANSFERS, OR SALES OF NFTs. YOU ARE FULLY RESPONSIBLE FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF NFTs PURCHASED THROUGH THE SERVICE. WE MAKE NO REPRESENTATIONS ABOUT THE IDENTITY, LEGITIMACY, FUNCTIONALITY, OR AUTHENTICITY OF USERS OR NFTs ON THE SERVICE. TO USE OUR SERVICE, A THIRD-PARTY WALLET (E.G., METAMASK) IS MANDATORY, ENABLING TRANSACTION ENGAGEMENT ON THE APPROPRIATE BLOCKCHAIN.

The SyndicateX Marketplace reserves the right to modify these Terms at its discretion, at any time, with no prior notice to users. Material changes will be communicated, and your continued use of the Service implies acceptance of the revised Terms. It is your responsibility to review the Terms periodically to stay informed of any alterations.

Definitions

Within these Terms and Services document, the terms below have specific meanings:

"Art" refers to any art, design, and/or drawings associated with an NFT that you own.

"Binding Arbitration" entails the final and binding arbitration for dispute resolution, as specified in Section 17.

"SyndicateX Marketplace" includes the website, media channels, sub-websites, and sub-media channels.

"NFT" denotes a unique Non-fungible Token or similar digital item on the appropriate blockchain, using smart contracts to link content or data offered to be purchased, sold, transferred, traded, or held by the user

"Own" means having purchased or acquired an NFT legitimately, recorded on the utilized blockchain.

"Party" signifies an individual user or collectively both the user and SyndicateX.

"Purchased NFT" refers to an NFT that you own.

"Purchaser" designates the buyer of an NFT in an SyndicateX NFT Marketplace transaction.

"SyndicateX/we/us/our" denotes the SyndicateX Marketplace, a Singapore company.

"SyndicateX Parties" includes past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns.

"Rules" represent the applicable arbitration rules.

"Seller" is the entity selling a purchased NFT in an SyndicateX Marketplace transaction.

"Terms of Sale" refer to individual sales terms agreed upon by buyer and seller, governing each NFT transaction.

"Third Party IP" encompasses third-party intellectual property rights.

"You/your"denotes the user of the SyndicateX Marketplace.

Eligibility

SyndicateX retains sole discretion to grant or deny access to the SyndicateX Marketplace to any user, registered user, or potential user.

By agreeing to these Terms, you represent and warrant that:

You are at least 18 years old or meet the minimum legal age requirement in your jurisdiction for SyndicateX Marketplace use.

You possess the full right, power, and authority to agree to these Terms.

You are not subject to financial sanctions, embargoes, or other restrictive measures imposed by relevant authorities, in any jurisdiction throughout the world.

You are not impersonating any other person.

You comply with applicable laws in your residence jurisdiction, and will not utilize the SyndicateX Marketplace if you are legally prohibited from doing so in your jurisdiction

You possess a cryptocurrency wallet supporting NFT engagement.

You adhere to all relevant laws, rules, and regulations in your jurisdiction where you reside, and/or access the SyndicateX Marketplace, to which you might be beholding or subject to.

Accessing SyndicateX Marketplace Service

Your blockchain address serves as your identity on the SyndicateX Marketplace. A third-party wallet (e.g., MetaMask) is necessary for access. Your Account is linked to your blockchain address, allowing you to add additional personally identifying information (e.g., username, profile picture) as desired.

BY USING YOUR WALLET WITH THE SERVICE, YOU AGREE TO THE WALLET PROVIDER'S TERMS. THIRD-PARTY WALLETS (E.G., METAMASK) ARE INDEPENDENT OF US, AND WE LACK CONTROL OVER WALLET CONTENTS. YOU ARE RESPONSIBLE FOR WALLET SECURITY AND SHOULD NOT SHARE CREDENTIALS OR SEED PHRASES. ANY WALLET ISSUES SHOULD BE DIRECTED TO THE RESPECTIVE PROVIDER. YOU ARE ALSO RESPONSIBLE FOR YOUR ACCOUNT AND ANY ASSOCIATED WALLET, AND WE ARE NOT LIABLE FOR COMPROMISES OR ACTS RESULTING FROM YOUR ACCOUNT OR WALLET. WE HAVE NO ABILITY TO ASSIST WITH WALLET ISSUES, AND ARE UNABLE TO RETRIEVE OR TRANSFER CONTENTS OF YOUR WALLET. SYNDICATEX ACCEPTS NO RESPONSIBILITY NOR LIABILITY IN CONJUNCTION WITH YOUR USE OF A THIRD-PARTY WALLET. SYNDICATEX ACCEPTS NO RESPONSIBILITY FOR, OR LIABILITY TO YOU, IN CONNECTION WITH YOUR USE OF A THIRD-PARTY WALLET AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING HOW THE SYNDICATEX SERVICE WILL OPERATE WITH ANY THIRD-PARTY WALLET.

YOU ARE SINGULARLY ACCOUNTABLE FOR SAFEGUARDING THE SECURITY OF YOUR WALLET, AND YOU ARE STRICTLY PROHIBITED FROM DIVULGING YOUR WALLET CREDENTIALS OR SEED PHRASE TO ANY THIRD PARTY. SHOULD YOU ENCOUNTER ANY ISSUES PERTAINING TO YOUR WALLET, IT IS IMPERATIVE THAT YOU COMMUNICATE WITH THE PERTINENT WALLET PROVIDER FORTHWITH. CORRESPONDINGLY, THE ONUS RESTS ENTIRELY UPON YOU FOR YOUR ACCOUNT AND ANY CONCOMITANT WALLET, AND WE EXPLICITLY DISCLAIM ANY LIABILITY FOR ACTIONS OR OVERSIGHTS ON YOUR PART IN CONNECTION WITH YOUR ACCOUNT OR IN THE EVENT OF COMPROMISE TO YOUR ACCOUNT OR WALLET. YOU HEREBY COVENANT TO PROMPTLY NOTIFY US IN THE EVENT OF DISCOVERING OR OTHERWISE SUSPECTING ANY SECURITY ISSUES RELATED TO THE SERVICE OR YOUR ACCOUNT.

The SyndicateX Marketplace may request additional information in certain circumstances, complying with government authority or legal mandates. Failure to provide complete information may result in restricted access, or cessation of your account.

Service interruptions may occur due to equipment malfunction, updates, maintenance, or other actions at the SyndicateX Marketplace's discretion. We are not responsible for any loss incurred, and you waiver your right to any action should such a loss occur.

Purchase, Sale, and Trade of NFTs

NFT Transactions

The SyndicateX Marketplace facilitates selling, purchasing, collecting, and showcasing NFTs on the specified blockchain. Transactions are governed by individual Terms of Sale on the NFT's sales page. THE SYNDICATEX MARKETPLACE IS NOT A PARTY TO THESE TERMS, EXCLUSIVELY BETWEEN BUYER AND SELLER. THE BUYER AND SELLER COMMUNICATE, AGREE TO, AND ENFORCE TERMS OF SALE. THE SALE IS FINAL AND NON-REFUNDABLE.

Transaction Format

Transactions may take the form of a Fixed Price Sale, where a buyer commits to purchasing an NFT at a specified price listed by the seller.

Listing

When listing an NFT, you must own it, provide accurate and complete information, avoid misleading details, and acknowledge the finality of the sale. The SyndicateX Marketplace may unilaterally amend listings for accuracy.

Financial Transactions

Upon the acceptance of a Purchaser's offer in a Fixed Price Sale, the complete sale amount for the acquired NFT, inclusive of all applicable taxes and fees, shall be settled by the respective purchaser in the cryptocurrency identified in the sales listing, as specified by the Seller in the pertinent Terms of Sale.

All financial transactions or payments related to cryptocurrency carried out on the SyndicateX Marketplace shall be exclusively executed through the appropriate blockchains.

CONSEQUENTLY, WE POSSESS NO AUTHORITY OVER THESE PAYMENTS OR TRANSACTIONS, AND WE LACK THE CAPABILITY TO REVERSE ANY SUCH PAYMENTS OR TRANSACTIONS. OUR ACCOUNTABILITY IS VOID CONCERNING ANY CLAIMS OR DAMAGES ARISING FROM PAYMENTS OR TRANSACTIONS UNDERTAKEN VIA THE SYNDICATEX MARKETPLACE OR ANY OTHER PAYMENTS OR TRANSACTIONS CONDUCTED THROUGH THE BLOCKCHAINS UTILIZED FOR THE TRANSACTION.

Fees and Compensation

By utilizing the SyndicateX Marketplace, you acknowledge and agree that all fees, commissions, royalties, and other forms of compensation ("Fees") are provided in consideration of the SyndicateX Marketplace's services under this agreement, encompassing the minting and/or listing of NFTs. These fees will be executed, processed, or initiated directly through one or more smart contracts on the blockchain specified on the transaction contract.

Fees for Initial Sale:

o   The fee for any Initial Sale is individually determined through mutual agreement between the Creator and the SyndicateX Marketplace, taking into account the complexity of the respective NFT project. For a customized offer, please reach out to us.

Fees for Secondary Sale:

o   Sellers receive between 87% and 97% of the total sales price for a Secondary Sale. Creators receive up to 10% of the total sales price for a Secondary Sale. SyndicateX collects 3% of the total sales price for a Secondary Sale

Regarding any Fees intended for a Creator in connection with NFTs, the SyndicateX Marketplace is not accountable for the Creator's ability to collect Fees for transactions occurring outside the SyndicateX Marketplace. Users irrevocably release, discharge, and forever absolve the SyndicateX Marketplace and its Affiliates, as well as its and their officers and successors, from any liability for royalties, fines, or fees not received from transactions outside the SyndicateX Marketplace.

Transaction Fees

Every transaction conducted on the SyndicateX Marketplace incurs a transaction fee, referred to as a "Transaction Fee." Unless expressly stated otherwise in these Terms of Service and/or the Terms of Sale, the responsibility to cover any Transaction Fee associated with transactions on the SyndicateX Marketplace lies solely with you, the User.

Changes to SyndicateX Marketplace

WE RESERVE THE RIGHT, IN OUR ABSOLUTE AND SOLE DISCRETION, TO MODIFY, UPDATE, AMEND, REMOVE, OR DISCONTINUE ANY FEATURE OR FUNCTIONALITY OF THE SYNDICATEX MARKETPLACE, ALONG WITH THE SERVICES PROVIDED THEREIN AND THE ASSOCIATED CONTENT, AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. BY CONTINUING TO ACCESS OR USE THE SYNDICATEX MARKETPLACE AFTER SUCH CHANGES TAKE EFFECT, YOU WILL BE CONSIDERED TO HAVE ACCEPTED AND AGREED TO THE UPDATED SYNDICATEX MARKETPLACE, SERVICES, AND CONTENT.

Your Utilization of SyndicateX Marketplace

General Behavior

BY ACCESSING OR USING THE SYNDICATEX NFT MARKETPLACE OR YOUR ACCOUNT, YOU ACKNOWLEDGE YOUR RESPONSIBILITY FOR YOUR CONDUCT AND THE RESULTING CONSEQUENCES. YOU AGREE TO EMPLOY THE SYNDICATEX NFT MARKETPLACE AND YOUR ACCOUNT AT YOUR OWN RISK, SOLELY FOR LEGAL AND PROPER PURPOSES, AND IN ACCORDANCE WITH THE STIPULATED TERMS AND APPLICABLE LAWS OR REGULATIONS. IT IS ESSENTIAL TO CONDUCT YOUR OWN RESEARCH (DYOR). YOU ARE FULLY ACCOUNTABLE FOR VERIFYING THE AUTHENTICITY, LEGITIMACY, IDENTITY, AND OTHER DETAILS RELATED TO ANY NFT, COLLECTION, OR ACCOUNT YOU ENCOUNTER THROUGH OUR SERVICE. WE PROVIDE NO ASSURANCES REGARDING THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY NFT, COLLECTION, OR ACCOUNT ON THE SERVICE.

License for Service and Content Access; Prohibited Actions

We hereby grant you a restricted, non-exclusive, non-transferable, non-sublicensable, and revocable personal license to access and use the SyndicateX Marketplace, subject to the conditions outlined below:

You agree not to violate any law, contract, intellectual property, or other third-party rights while accessing or using the service.

Prohibited activities include unauthorized use of another user's account, impersonation, claiming usernames for resale, and accessing the service from a different blockchain address without written permission if blocked.

Other prohibited activities involve spam distribution, using the service to damage its functioning, bypassing access controls, employing unauthorized automated means, reverse engineering, selling or reselling the service, engaging in deceptive practices, and using the service for illicit financial activities.

The service must not be used for activities or any illegal activities within any jurisdiction where the SyndicateX Marketplace services are transacted such as money laundering, terrorism financing, or any behavior violating sanctions.

Engaging in behaviors that artificially manipulate search results or metrics, using the service for illegal content creation or promotion, and interfering with other users' enjoyment of the service are strictly prohibited.

Effect of Violation

While we value openness, community protection, and compliance with legal obligations are paramount. If we believe you have violated these terms, we reserve the right to take action, including but not limited to restricting access to certain NFTs, disabling interactions with NFTs, or blocking your access to the service, with or without prior notice.

SyndicateX Marketplace Intellectual Property Rights

Unless otherwise specified by us, all content on the website, excluding user content, and all associated materials, including the logo, designs, text, graphics, pictures, information, data, software, and files related to the SyndicateX Marketplace ("Content"), are the exclusive property of the SyndicateX Marketplace, its affiliates, partners, licensors, or users, as applicable. This proprietary ownership extends to product or service names, logos, or slogans associated with the SyndicateX Marketplace and may not be copied or used without prior written permission.

You acknowledge that all rights, title, and interest, including copyrights, trademarks, service marks, and other intellectual property rights, in the Content, the SyndicateX Marketplace, and provided services belong to the SyndicateX Marketplace, its affiliates, or licensors, as applicable.

Unless expressly stated otherwise, using any Content requires our explicit written permission. We retain the right, at our discretion and with or without notice, to suspend, disable, terminate, or delete your account or your access to the Service for any reason, including actual or alleged infringement of intellectual property rights.

Ownership of NFTs

RECOGNITION OF YOUR OWNERSHIP OF NFTS IS CONTINGENT UPON THE LAWFUL ACQUISITION OF SUCH NFTS THROUGH THE SYNDICATEX MARKETPLACE ACCORDING TO THE TERMS OF SALE.

Ownership of SyndicateX Marketplace and Platform Materials

You agree that legal rights, title, and interest in the SyndicateX Marketplace and all associated Intellectual Property Rights are owned by us or our licensors. The Platform Materials, comprising the SyndicateX Marketplace and Content, are protected by copyright, trade dress, patent, trademark laws, international conventions, and other relevant intellectual property and proprietary rights. Your use of the SyndicateX Marketplace does not grant you ownership or any rights to the Platform Materials, except those expressly outlined in these Terms.

Ownership of NFT

NFT ownership is exclusively managed by the specified blockchain network. Upon purchasing an NFT on the SyndicateX Marketplace, you acquire the right to transfer, sell, or give away your NFT. This purchase grants you a worldwide, perpetual, exclusive, and transferable license to use, copy, and display the NFT for personal, non-commercial purposes, within the SyndicateX Marketplace or on third-party platforms facilitating NFT transactions.

User Ownership Acknowledgements

You acknowledge that purchasing an NFT does not confer rights to Platform Materials beyond those outlined in these Terms. Reproducing, distributing, or commercializing any Platform Materials without our prior written consent is prohibited. Additionally, you agree not to use our trademarks or service marks without our explicit written consent.

User License to Art

Subject to compliance with these Terms, you are granted a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art associated with your Purchased NFT for personal, non-commercial purposes, within the SyndicateX Marketplace or on third-party platforms that validate NFT ownership.

Restrictions on Ownership

You are prohibited from modifying the Art, using it for third-party product advertising, engaging in hate speech, or commercializing merchandise containing the Art without our prior written consent. Additional restrictions include attempting to acquire additional intellectual property rights, trademarks, or copyrights related to the Art for commercial benefit.

You acknowledge and agree that, without our (or, as applicable, our licensors') prior written consent in each instance, you may not, and may not allow any third party to: (i) alter the Art associated with your Purchased NFT in any manner, including, but not limited to, shapes, designs, drawings, attributes, or color schemes; (ii) use the Art for your Purchased NFT for advertising, marketing, or selling any third-party product or service; (iii) incorporate the Art for your Purchased NFT in images, videos, or other media that depict hatred, intolerance, violence, cruelty, or any content that could reasonably be considered hate speech or infringe upon the rights of others; (iv) utilize the Art for your Purchased NFT in movies, videos, or other media forms, except to the extent expressly permitted in these Terms or solely for your personal, non-commercial use; (v) engage in the sale, distribution for commercial gain (including, but not limited to, offering with the expectation of eventual commercial gain), or other commercial exploitation of merchandise containing, comprising, or featuring the Art for your Purchased NFT; (vi) attempt to secure additional Intellectual Property Rights such as trademark, copyright, or other rights related to the Art for your Purchased NFT; or (vii) otherwise use the Art for your Purchased NFT for your own or any third party's commercial advantage.

Third-Party IP

If the Art includes Third-Party IP, your usage is limited to incorporation within the Art as specified in the license. Additional restrictions may apply based on the owner's license terms, and compliance is your responsibility upon notification. Failure to comply constitutes a breach of the license.

Additional License Terms

The license granted is contingent on your ownership of the Purchased NFT. Transferring, selling, or disposing of the NFT terminates the license. Restrictions survive termination. The license provided above is applicable solely as long as you retain ownership of the relevant Purchased NFT. Should you sell, swap, donate, give away, transfer, or otherwise divest yourself of your Purchased NFT at any point, the license granted in this document will promptly cease to be valid for that specific NFT without the need for formal notice. Consequently, you will forfeit any further rights associated with the Art pertaining to that NFT.

It is important to note that the restrictions outlined in this document will persist even after the expiration or termination of these Terms.

Acknowledgment and Assumption of Risks:

You acknowledge the subjective value of NFTs, market volatility, regulatory uncertainties, and potential risks associated with blockchain technologies. The SyndicateX Marketplace is not responsible for financial losses, and you assume all associated risks. You acknowledge and accept the following:

Subjectivity and Volatility of NFTs: The value of NFTs is subjective, and their prices are subject to volatility. Fluctuations in cryptocurrency prices can materially and adversely affect NFT values. You understand the subjective nature and volatility of NFTs and acknowledge the possibility of financial loss.

Impact of Ecosystem Development: A lack of use or public interest in the development of distributed ecosystems may negatively impact both ecosystem development and the utility of associated applications, affecting the potential utility of NFTs.

Regulatory Uncertainty: The regulatory landscape governing blockchain technologies, NFTs, and cryptocurrency is uncertain. New regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.

Risks Associated with Peer-to-Peer Transactions: Purchasing items associated with content created by third parties through peer-to-peer transactions carries risks. These risks include the purchase of counterfeit or mislabeled items, items vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent that you have conducted sufficient research before engaging with any NFTs or accounts.

Limited Control Over Utilized Blockchain: The SyndicateX Marketplace does not control the blockchains utilized or certain smart contracts and protocols integral to transactions on the blockchain. Blockchain transactions are irreversible, and the SyndicateX Marketplace has no ability to reverse any transactions.

Risks of Internet and Blockchain Use: Using Internet and blockchain-based products involves risks related to hardware, software, and internet connections, as well as the potential introduction of malicious software. There is also a risk of unauthorized access to your wallet or Account. The SyndicateX Marketplace is not responsible for communication failures, disruptions, errors, distortions, or delays experienced while using the Service or the blockchain network.

Reliance on Third-Party Platforms: The Service relies on third-party platforms and/or vendors. If the SyndicateX Marketplace is unable to maintain good relationships with such providers, if terms and conditions or pricing change, or if compliance issues arise, access to and use of the Service may be affected.

Right to Hide Contracts and Items: The SyndicateX Marketplace reserves the right to hide contracts and items affected by various issues. Items may become inaccessible on the SyndicateX Marketplace. The inability to view items or use the Service in conjunction with transactions on the utilized blockchain does not provide grounds for a claim against the SyndicateX Marketplace, its vendors, employees, or owners.

Dispute Resolution: In case of disputes with other users, you release the SyndicateX Marketplace, its vendors, employees, or owners from claims, demands, and damages arising from or connected with such disputes. You expressly waive any protections that would otherwise limit the coverage of this release.

Taxes

You are solely responsible for determining and paying any applicable taxes related to your NFT transactions. The SyndicateX Marketplace is not liable for any tax obligations. You acknowledge and agree that you bear sole responsibility for:

Identifying any applicable taxes related to your NFT transactions on the SyndicateX Marketplace.

Remitting all sales, use, value-added, and other taxes, duties, and assessments (excluding taxes on our net income) now or later asserted or imposed by any governmental authority (collectively referred to as "Taxes") in connection with your utilization of, and transactions carried out on, the SyndicateX Marketplace.

The SyndicateX Marketplace, along with its affiliates, employees, or owners, are not liable for determining the taxes that may be applicable to your NFT transactions. With the exception of income taxes imposed on us, you commit to the following:

Payment or reimbursement to us for all national, federal, state, local, or other taxes and assessments from any jurisdiction. This includes value-added taxes, taxes mandated by international tax treaties, customs, or other import/export taxes, and amounts imposed in lieu thereof. Such payments are based on charges set, services performed, or payments made under these Terms, as currently imposed or may be imposed in the future under the authority of any national, state, local, or any other taxing jurisdiction.

Understanding that you are not entitled to deduct the amount of any such Taxes from payments (including servicing fees) made to us in accordance with these Terms (or the Terms of Sale).

Disclaimers

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. SYNDICATEX DISCLAIMS WARRANTIES AND DOES NOT GUARANTEE UNINTERRUPTED, SECURE, OR ERROR-FREE SERVICE. SYNDICATEX IS NOT LIABLE FOR LOSSES ARISING FROM USER ERROR, SERVER FAILURE, OR UNAUTHORIZED ACCESS.

YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SYNDICATEX EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE SYNDICATEX MARKETPLACE (AND ITS SUPPLIERS, VENDORS, EMPLOYEES, OR OWNERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE:

WILL MEET YOUR REQUIREMENTS.

WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS.

WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

THE SYNDICATEX MARKETPLACE (AND ITS SUPPLIERS, VENDORS, EMPLOYEES, OR OWNERS) DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SYNDICATEX MARKETPLACE, ITS SUPPLIERS, VENDORS, EMPLOYEES, OR OWNERS WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND RESULTING FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SERVICE.

WHILE THE SYNDICATEX MARKETPLACE ENDEAVORS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, SYNDICATEX CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS' SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SYNDICATEX PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD THE SYNDICATEX MARKETPLACE AND ITS SUPPLIERS, VENDORS, EMPLOYEES, OR OWNERS RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM:

USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES.

SERVER FAILURE OR DATA LOSS.

UNAUTHORIZED ACCESS OR USE.

ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE UTILIZED BLOCKCHAIN NETWORK. ANY TRANSFERS OR SALES OCCUR ON THE UTILIZED BLOCKCHAIN NETWORK. THE SYNDICATEX MARKETPLACE AND/OR ANY OTHER SYNDICATEX PARTY CANNOT IMPACT, EFFECT, OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

NO SYNDICATEX MARKETPLACE PARTY, ITS SUPPLIERS, VENDORS, EMPLOYEES, OR OWNERS, ARE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), THE UTILIZED BLOCKCHAIN, OR ANY OTHER FEATURES OF THE NFTS. NO SYNDICATEX MARKETPLACE PARTY, ITS SUPPLIERS, VENDORS, EMPLOYEES, OR OWNERS ARE RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE UTILIZED BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Note: Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

Indemnification

You agree to indemnify the SyndicateX Marketplace, its suppliers, vendors, employees, or owners against claims arising from your use of the Service, violation of these Terms, or infringement of third-party rights.

By agreeing to these Terms and accessing the Service, you hereby commit, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless the SyndicateX Marketplace, as well as our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively referred to as the "SyndicateX Parties"). This indemnification encompasses all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, and expenses (including, but not limited to, attorneys' fees and expenses), as well as costs associated with court proceedings, settlement, and the pursuit of indemnification and insurance. These may arise in any form, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively referred to as "Claims"). Such Claims include, but are not limited to, damages to property or personal injury, and they result from or are related to:

Your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs.

Any Feedback you provide.

Your violation or breach of any term of these Terms or applicable law.

Your violation of the rights of or obligations to a third party, including another user or third party.

Your negligence or willful misconduct.

You agree to promptly notify the SyndicateX Marketplace of any Claims and cooperate with the SyndicateX Marketplace Parties in defending such Claims. For clarity, nothing herein shall limit or restrict the SyndicateX Marketplace Parties' right to maintain or recover any amounts in connection with any action or claim based upon intentional misstatement, fraudulent misrepresentation, gross negligence, or deceit.

The SyndicateX Marketplace retains the right to assume sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is supplementary to, and not in lieu of, any other indemnities outlined in a written agreement between you and the SyndicateX Marketplace.

Limitation of Liability

The SyndicateX's Marketplace liability is limited to the greater of US $1000 or the amount received for its service related to the claimed items. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT WILL THE SYNDICATEX MARKETPLACE OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY:

FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, PRODUCTS, OR THIRD-PARTY WEBSITES AND PRODUCTS. THIS INCLUDES DAMAGES RELATED TO LOSS OF REVENUE, PROFITS, BUSINESS OR ANTICIPATED SAVINGS, USE, GOODWILL, OR DATA, WHETHER CAUSED BY STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF SYNDICATEX OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS, OR THIRD-PARTY WEBSITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE SYNDICATEX MARKETPLACE AND ITS OWNERS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY SYNDICATEX PRODUCTS OR SERVICES EXCEED THE GREATER OF (I) US 1000 OR (II) THE AMOUNT RECEIVED BY THE SYNDICATEX MARKETPLACE FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Note: Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

Release

You release the SyndicateX Marketplace, its suppliers, vendors, employees, or owners from claims arising from disputes and acts of third parties.

To the maximum extent allowed by applicable law, you hereby release the SyndicateX Marketplace Parties from any responsibility, liability, claims, demands, and damages (both direct and indirect) of all kinds and nature, whether known or unknown (including, but not limited to, claims of negligence), arising from or connected to Disputes and the actions or omissions of third parties.

YOU EXPLICITLY RENOUNCE ANY RIGHTS UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE RESTRICT THE SCOPE OF THIS RELEASE TO COVER ONLY THOSE CLAIMS THAT YOU MAY BE AWARE OF OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF CONSENTING TO THIS RELEASE.

Data Protection / Privacy

Your data handling is governed by the Privacy Policy, incorporated into these Terms. Our Privacy Policy outlines the procedures for collecting, using, storing, disclosing, and sharing your personal data and is hereby integrated into these Terms by reference. By utilizing the SyndicateX Marketplace, you acknowledge having read and comprehended our Privacy Policy. Furthermore, you agree to the methods by which we collect, use, store, disclose, and share your personal data among ourselves, and you authorize the disclosure of such data to our authorized service providers and pertinent third parties. We will only share your personal data to facilitate and administer your use of the SyndicateX Marketplace or if mandated by law. The responsible data controller will manage and safeguard your personal data in compliance with all relevant data protection laws. For comprehensive details regarding when and why we collect your personal data, how we use it, the circumstances under which we may disclose it, and the security measures we employ, please consult our Privacy Policy.

Dispute Resolution; Arbitration

Disputes will be resolved through binding arbitration in accordance with Singapore Rules. Class actions and representative proceedings are not allowed. Please carefully review the following section, as it contains important provisions affecting your legal rights, such as a binding arbitration clause and a class action waiver.

Binding Arbitration

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its validity, invalidity, breach, or termination, shall be resolved through arbitration in accordance with the Arbitration Rules of the Singapore Government ("Rules") in effect at the date of the formal deposit of the arbitration notification, with one arbitrator. The arbitration proceedings shall take place in Singapore, and the language used shall be English. The arbitration award will be final and binding on the Parties.

No Class Arbitrations, Class Actions, or Representative Actions

Disputes are personal to you and the SyndicateX Marketplace, its suppliers, vendors, employees, or owners may not be pursued as a class arbitration, class action, or any other type of representative proceeding. No individual may attempt to resolve a Dispute as a representative of another individual or group, whether through class arbitration or any other representative action.

Notice; Informal Dispute Resolution

In the event of a Dispute, each Party must notify the other Party in writing within thirty (30) days of its occurrence. The Parties will attempt in good faith to resolve the Dispute informally during this period. Notice to the SyndicateX Marketplace should be sent via email to [email protected], while notice to you will be sent to any address you provide to us in writing. Your notice must include your name, postal address, email address, telephone number, a detailed description of the Dispute, and the specific relief sought. If an agreement cannot be reached within thirty (30) days, either Party may initiate arbitration as outlined above.

Governing Law

These Terms shall be governed in all respects, including validity, interpretation, and effect, by the laws of Singapore. This choice of law is applicable unless mandatory statutes dictate otherwise, and no principles or rules of conflict of laws shall apply, allowing the application of the laws of another jurisdiction.

Termination 

The SyndicateX Marketplace may terminate your access to the Service for breaches of these Terms. No refund is provided. If you violate any provision of these Terms, all licenses granted by the SyndicateX Marketplace will automatically terminate. Furthermore, regardless of the content of these Terms, we retain the right, at our sole discretion and with or without notice, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part thereof) at any time and for any reason, or for no reason at all. You acknowledge and agree that we bear no liability or obligation to you in such an event, and you will not be entitled to a refund for any amounts already paid to us.

Miscellaneous

Assignment

No assignment without consent. You are prohibited from assigning these Terms without the prior written consent of the SyndicateX Marketplace. Any assignment or transfer in contravention of this provision will be deemed void. The SyndicateX Marketplace retains the right to assign these Terms to an affiliate. Notwithstanding the above, these Terms, along with the rights and obligations of the Parties herein, shall remain binding upon and extend to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. Any purported assignment in violation of this provision shall be rendered void.

Entire Agreement

These Terms supersede all prior agreements. These Terms, inclusive of the materials incorporated herein by reference, constitute the comprehensive agreement between the Parties, overriding all prior or contemporaneous agreements and understandings—whether written or oral—pertaining to the subject matter herein. This encompasses any public statements or presentations made by any SyndicateX Marketplace Party about the SyndicateX Marketplace. In the event of any contradiction between the materials incorporated by reference and these Terms, the provisions of these Terms shall take precedence. No Party shall be held liable or obligated to the other Party in any manner concerning the subjects hereof or thereof, except as expressly outlined herein or therein in terms of warranties, representations, or covenants.

Severability

Invalid provisions won't affect the remaining terms. If any term, clause, or provision of these Terms is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, the remaining terms, clauses, or provisions outlined herein shall retain full force and effect. They shall remain unaffected, unimpaired, and validated, and the Parties involved shall exert commercially reasonable efforts to identify and implement an alternative method. This alternative method aims to achieve, to the fullest extent possible, the same or substantially the same result as envisioned by the disputed term, clause, or provision.

No Waivers

SyndicateX Marketplace's failure to enforce any right does not waive that right. The failure of the SyndicateX Marketplace to exercise or enforce any right, term, clause, or provision within these Terms does not indicate a present or future waiver of such rights, terms, clauses, or provisions. It also does not limit the SyndicateX Marketplace's right to enforce them at a later time. Any waivers made by the SyndicateX Marketplace must be clear, unambiguous, and in writing to be considered effective.

No Partnership; No Agency

No partnership or agency relationship exists. The content of these Terms and any actions undertaken by the involved Parties shall not establish or be considered as a partnership, association, joint venture, or any other form of cooperative entity between the Parties. Furthermore, nothing within these Terms or any actions executed by the Parties in accordance with these Terms shall imply or be deemed to imply that either Party serves as the agent of the other Party for any purpose. Each Party, under these Terms, lacks the authority or power to bind or contract in the name of the other Party. Additionally, these Terms do not confer any third-party beneficiary rights upon any individual or entity.

Electronic Communications

By creating an Account, you consent to electronic communications. Upon creating an Account, you agree to receive electronic communications from the SyndicateX Marketplace (such as via email, push notifications, text messages, or other message types). These communications may encompass Account-related notices (e.g., transactional information) and are integral to your association with us. Additionally, we may send you promotional communications via email that we believe will be relevant to your interests. It is important to note that providing this consent is not obligatory for using the Service, and you retain the ability to withdraw your consent for electronic communications by sending a withdrawal notice to contact [email protected].

Force Majeure

SyndicateX is not liable for events beyond its control. You understand and agree that SyndicateX shall not be liable and disclaims all liability to you in connection with any force majeure event, up to and including events, such as acts of God, alterations in legislation due to the novelty and lack of regulation surrounding NFTs, labor disputes or industrial disruptions, electrical, telecommunications, hardware, software, or other utility failures, bugs or weaknesses in software or smart contracts, natural events like earthquakes or storms, impediments, embargoes, riots, governmental actions or orders, acts of terrorism or war, technological advancements, shifts in interest rates or monetary conditions, and, explicitly stated, modifications to any blockchain-related protocol.