The NFT Pro Marketplace is an application that provides users with the opportunity to purchase, collect, and showcase digital blockchain collectibles (collectively, the “App”). CF Investments, LLC (“we” or “us”) is making the App available to you. Before you use the App, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these “Terms”).

Any changes to these Terms will be in effect as of the “Last Updated Date” referred to at the top of this page. You should review these Terms before using the App or purchasing any product or using any services that are available through this App.

Your continued use of this App after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

1. USING THE APP

Account and Wallet Setup

To use the App, you will need to register an account on the App and use a supported electronic wallet, which will enable you to purchase and store collectibles that you collect or purchase via the App. Each collectible is a Non-Fungible Token (an “NFT”). You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right reclaim usernames without liability to you.

Account Transactions

You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time.

Purchasing NFTs

The App allows you to purchase, earn, collect and display NFTs. You can purchase NFTs in two ways: (a) by buying NFTs from us on the App; or (b) by buying NFTs from other users in the App’s marketplace (the “Marketplace”). There are different types of NFTs available for purchase on the App, and we reserve the right to modify the types, prices and numbers of NFTs available at our discretion. We strongly encourage you to only purchase NFTs through the App. Any payments or financial transactions that you engage in via the App will be conducted solely through our network, subject to the auction terms below. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the App, or any other payment or transactions that you conduct via our network.

Transaction Fees

Every transaction on our network requires the payment of a transaction fee (each, a “Transaction Fee”). This means that you will need to pay a Transaction Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Transaction Fee for any transaction that you instigate via the App.

Responsibility for Taxes

You will be solely responsible to 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 (collectively, the “Taxes”) associated with your use of the App. Except for income taxes levied on us, you will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction.

2. NON-FUNGIBLE TOKEN LICENSE

Definitions.

“Art” means any art, design, and drawings that may be associated with an NFT that you Own.

“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Extensions” means third party designs that: (a) are intended for use as extensions or overlays to the Art, (b) do not modify the underlying Art, and (c) can be removed at any time without affecting the underlying Art.

“Purchased NFT” means an NFT that you Own.

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

Ownership.

You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in these Terms. We reserve all rights in and to the Art not expressly granted to you in these Terms.

License.

Subject to your continued compliance with the terms of these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased NFTs, along with any Extensions that you choose to create or use, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.

Restrictions.

You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our express prior written consent in each case: (a) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); (b) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (g) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (x) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (y) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to pass through additional restrictions on your ability to use the Art; and (z) to the extent that we inform you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restriction in this Section will survive the expiration or termination of these Terms.

Terms of License.

The license granted above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted above will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. If you exceed the scope of the license granted above without obtaining an exemption from us, you acknowledge and agree that: (a) you are in breach of these Terms; (b) in addition to any remedies that may be available to us at law or in equity, we may immediately terminate the license granted in these Terms, without the requirement of notice; and (c) you will be responsible to reimburse us for any costs and expenses incurred by us during the course of enforcing the terms of these Terms against you.

3. GENERAL TERMS

Indemnity.

You agree to defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers from and against all claims, actions, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) alleging or resulting from: (i) your use of and access to the App; (ii) your violation of any term of these Terms; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. We shall provide notice to you promptly of any such claim, suit, or proceeding. This defense and indemnification obligation will survive these Terms and your use of the App.

Damage Limitations, Allocations of Liability and Equitable Relief.

IN NO EVENT SHALL WE (OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY TO YOU FOR ANY DAMAGES SHALL BE LIMITED TO U.S. $100.00 IN THE AGGREGATE OR THE AMOUNT PAID FOR THE SERVICE, WHICHEVER IS GREATER.

IN NO EVENT SHALL WE (OR ANY OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF U.S. $100.00 OR THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR USE OF THE SITE AND THE SERVICES IF GREATER THAN U.S. $100.00.

Due to the nature of these Terms, in addition to money damages, you agree that we will be entitled to equitable relief upon a breach of these Terms by you.

Choice of Laws and Venue.

To the maximum extent permitted by law, these Terms are governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts located in the County of Santa Clara in the State of California for all disputes arising out of or relating to the use of the App. Use of the App is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

Severability/Assignment/Waiver.

If any provision of these Terms is found to be invalid, illegal or unenforceable by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of these Terms, which shall remain in full force and effect. All provisions of these Terms shall survive termination except those granting access or use to the App, and you shall cease all use and access thereof immediately. You may not assign or transfer your obligations under these Terms. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

Interruption of Service.

The App may from time to time be unavailable to you, whether because of technical failures or interruptions, intentional downtime for service or changes to the App, or otherwise. You agree that we will have no liability of any nature to you or any third party for any modifications to the App, and any interruption or unavailability of access to the App or its content.

Electronic Communications.

The communications between you and us use electronic means. For contractual purposes, you consent to receive communications from us in an electronic form and agree that all terms, conditions, agreements, notices, disclosures, and other communications that we provide to you electronically shall satisfy any legal requirement that such communications would satisfy if it were to be in writing.

Termination.

We reserve the right, in our sole discretion, to terminate your access to the App or any portion thereof at any time, without notice.

Additional Terms.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or use of the App.

These Terms will remain in full force and effect while you are a user of the App. These Terms and the Privacy Policy are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions between the parties.