PLEASE READ THESE TERMS OF PLATFORM CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ENIGMA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except those changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
Enigma is a platform for artists (“Creators”) and collectors (“Collectors”) to sell, purchase, list for auction, make offers, and bid (each a “Transaction”) on digital art represented on non-fungible Ethereum-based tokens (“Digital Artwork”).
Smart-Contract Enabled.. The Digital Artwork on Enigma is represented on smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on Enigma (“Smart Contracts”). This means that all Digital Artwork is outside of the control of any one party, including Enigma, and is subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, Portal, the Ethereum network, Astropay, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.
Custody. . While Enigma offers a marketplace for Digital Artwork, it does not buy, sell, or ever take custody or possession of any Digital Artwork, except in the case of purchases made with fiat money. The Platform facilitates User collection of Digital Artwork but, except in the case of purchases made with fiat money, neither Enigma nor the Platform are custodians of any Digital Artwork. Only when Enigma accepts payment for a Digital Artwork using fiat money, Enigma will act as custodian of the Digital Artwork. For more details about these cases, see: Buying Digital Artwork with Fiat Money, below.
The User understands and acknowledges that the Smart Contracts do not give Enigma custody, possession, or control of any Digital Artwork or cryptocurrency at any time for the purpose of facilitating transactions on the Platform. You affirm that you are aware and acknowledge that Enigma is a non-custodial service provider (except in the case of purchases with fiat money) and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by Enigma or any third-party. As a marketplace, Enigma cannot make any representation or guarantee that Creators will achieve any particular outcome as the result of listing their Digital Artwork on Enigma.
Member Account, Password, and Security. You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Enigma of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing Enigma. Enigma will not be liable for any loss or damage arising from your failure to comply with this Section.
Connecting your Wallet In most cases, in order to participate as a Creator or Collector in the marketplace, you must connect to the following the browser extension: MetaMask (the “Electronic Wallet”). The Electronic Wallet allows you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. Except in the cases where Enigma accepts purchases in fiat money, all transactions on Enigma are in the native Ethereum cryptocurrency, ETH.
Buying Digital Artwork with Fiat Money. Even though knowledge about cryptocurrencies and digital assets in growing and becoming more sophisticated every day, their use by the general public is still in a very early state. For this reason, Enigma will allow, for a limited time, that certain purchases of Digital Artwork be paid with legal tender (fiat money), using a credit card, debit card or other authorized forms of payment. If You make a purchase of Digital Artwork using fiat money, the Digital Artwork will be held in custody in an Electronic Wallet owned by Enigma until you are able to create your own Electronic Wallet and request the transfer of the Digital Artwork from Enigma’s Electronic Wallet to your own. While the Digital Artwork is held in custody by Enigma, it may not be subject to secondary transfers.
Modifications to the Platform Enigma reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that Enigma will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
Standard NFTs Standard NFTs are images, sound or video tracks represented by non-fungible tokens that You may buy, collect, enjoy and sell with the guarantee of originality that results from buying on a curated platform, where Enigma verifies the identity of the Creator, and with a traceable record on the Ethereum blockchain network.
Enigma NFT Mixer Collectors may acquire Digital Artwork consisting in multiple sound tracks that may be played simultaneously or selectively (“NFT Mixer”) using Enigma’s own Mixer feature. Owners of an NFT Mixer may use the Enigma Mixer to create, save and download their own combination of the multiple tracks included in an NFT Mixer. All tracks, each individual track or each and any combination of tracks in an NFT Miexer is owned by the Creator and subject to all Creator rights described above. Collectors’ right to use, play, purchase and sell NTF Mixers are subject to all the limitations and restrictions set forth in these Terms and Conditions for all Digital Artwork, with the exceptions that each Creator may authorize in each case.
Collectors irrevocably release, acquit, and forever discharge Enigma and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for the use of Digital Artwork on the Enigma Platform.
Enigma NFT Experience Enigma NFT Experience tokens are NFTs that grant specific benefits to their owners in connection with concerts, festivals, museum visits, plays, musicals, sports events, among others (an “Event”). Some examples of benefits offered with an Enigma NFT Experience may be actual access to dressing rooms, presence at sound checks, meet & greet with artists or sports players, access to restricted sectors in an Event, or others. While the Enigma NFT Experience is a unique digital token that represents title to a right, the benefit associated to the Enigma NFT Experience is enjoyed live and in person.
The initial purchase of an Enigma NFT Experience may include one or more tickets (as determined in each case) to the Event in which you will enjoy the live experience. The terms and conditions of the tickets to each event shall be those determined by third party organizers or agents in charge of ticketing (the “Organizers”).
The tickets associated with an Enigma NFT Experience (or—in the case of experiences that do not involve the issuance of a ticket—the required passes) will be assigned automatically and sent via e-mail to the address of the person that holds the Enigma NFT Experience as of 0.00hs of the second business day immediately preceding the date of the Event (the “Experience Beneficiary”). Once the Experience Beneficiary is determined, that capacity may not be assigned or transferred. The Experience Beneficiary will also receive the instructions and details to enjoy the benefits of the Enigma NFT Experience, such as the time of the event, the door or access where they will be received, physical passes and others. The benefits relating to an Enigma NFT Experience may only be enjoyed by the Experience Beneficiary.
What happens if an Event is suspended, cancelled or changed in any way The occurrence, cancellation, suspension, duration or any change that an Event may suffer (including the presence or absence of an artist or personality at the Event) are governed by the terms and conditions of the ticket, which are set by the Organizers. If your Enigma NFT Experience is not associated to a ticket (e.g. a meet & greet session that does not include a ticket), it will nevertheless be subject to the decision of the Organizers or the Artist to proceed with the Event.
Any Event relating to your Enigma NFT Experience may be cancelled, suspended or modified for various reasons, such as the impossibility of an artist, artists, sports players or other Event participants to attend, force majeure, suspension by governmental authorities, natural catastrophes, wars and others. In addition, in the context of the COVID-19 pandemic, cultural, artistic, sports and entertainment activities in general have been restricted on several occasions and Organizers and Artists have been forced to postpone or cancel programmed events. The decision to cancel, suspend or change an Event is an exclusive decision of the Organizers. Enigma has no right or obligation to change or to guarantee the occurrence of an Event, to control the Organizers or respond on their behalf.
If an Event associated with the Enigma NFT Experience is suspended, the Experience Beneficiary will enjoy the experience on the new date of the Event. If an Event associated with the Enigma NFT Experience is cancelled, Enigma will only reimburse, as the only compensation and indemnification, up to twice the nominal value of the ticket to the Event, unless the specific terms of the Enigma NFT Experience provide for a lower amount. In the case of Enigma NFT Experiences that are not associated to a ticket, the terms of such Enigma NFT Experience will state the amount of the reimbursement in the event of cancellation, which reimbursement will never be greater than the purchase amount. It is possible that you pay or have paid for your Enigma NFT Experience a price that is higher than the reimbursement that you will receive in the event of cancellation. The purchaser of an Enigma NFT Experience acknowledges and agrees that if an Event is cancelled, Enigma will only reimburse the amounts provided under this paragraph and/or under the individual terms of the relevant Enigma NFT Experience. In order to receive reimbursements, the Experience Beneficiary must contact Enigma via e-mail.
Enigma will not reimburse or offset any amounts in the cases where the terms and conditions of the Event associated with the Enigma NFT Experience do not provide the possibility of a reimbursement or setoff.
If an Event is postponed, the tickets and seats of the original Event will be maintained, with no right to receive reimbursement.
The Collector acknowledges and agrees that he/she will not have the right to changes, reimbursements, returns or cancellations if the Collector does not attend the Event for any reason.
Enigma is not responsible for the content, the organization or the time of the events associated with an Enigma NFT Experience. Under no circumstances shall Enigma be liable for any material or moral damages that a Collector or any third party may suffer as a result of the purchase of an Enigma NFT Experience or the attendance of an Event associated with an Enigma NFT Experience.
Circulation and Trading of the Enigma NFT Experience. The Enigma NFT Experience may be sold at any time on the Platform pursuant to the terms and conditions of the Platform. Any Enigma NFT Experience purchased after 0.00hs of the second business day immediately preceding an Event will no longer be associated with the specific benefits relating to the Event that corresponds to such Enigma NFT Experience, because the Experience Beneficiary will already be determined, and the condition of Experience Beneficiary may not be assigned or transferred.
Enigma does not guarantee the authenticity of the ticket to the Event associated with the Enigma NFT Experience if it has not been purchased pursuant to these terms and conditions.
Tickets are non-transferrable.
Enigma does not assume any responsibility in case of loss or theft of your ticket. You should care for your ticket as if it was cash money. The beneficiary of the ticket of the person in whose name the ticket is issued assumes all consequences in the event that the ticket is duplicated, photocopied or forged, including the loss of al rights to access the Event. Only the first ticket submitted with a validated code will be the valid ticket. Any ticket with the same code that is submitted subsequently, will be absolutely void.
Access to an Event associated to an Enigma NFT Experience The Organizers of an Event associated to an Enigma NFT Experience will determine the rules to access and remain in the Event, which rules are automatically incorporated to these terms and conditions. In addition, each of Enigma and the Organizers reserve the right to deny access or to remove a person from an Event in any of the following cases:
The ticket is incomplete, altered, broken or shows signs of forgery.
The ticket holder manifests a violent attitude or incites publicly to hatred, violence or discrimination based on birth, race, religion, opinion, handicap, sexual orientation, gender identity or any other personal or social condition or circumstance, and especially if the ticket holder behaves aggressively, provokes disturbances outside or at the entrance, carries weapons or objects that may be used as weapons, or is wearing clothes, objects or symbols that incite to violence or imply support for actions that are against fundamental rights recognized by law.
The ticket holder presents symptoms of drunkenness or of being under the effect of drugs or narcotics.
The ticket holder presents symptoms of a contagious disease and/or does not follow or respect health protocols established by the Organizers or applicable law.
The exercise by Enigma or the Organizers of their admission rights shall not imply, in any event, a denial of access to the ticket holder for reasons based on birth, race, religion, opinion, handicap, sexual orientation, gender identity or any other personal or social condition or circumstance.
Enigma and/or the Organizers may deny access or remove the ticket holder from the Event’s premises in the event of refusal to follow the indications of Event personnel, or if it may be reasonably assumed that the ticket holder may create a situation in which the ticket holder or other attendees to the Event may be put at risk or danger due to apparent or potential state of intoxication. The ticket holder will be personally liable for any action or failure to act that may cause damages to any third party or property.
An Enigma Tangible NFT is an NFT that grants the Collector who makes the initial purchase, the right to receive certain tangible, physical goods or articles with a specific interest, as indicated in the description of each Enigma Tangible NFT. As opposed to most NFTs that are generally sold in the market, which are associated to digital content or assets, Enigma Tangible NFTs are associated, in their initial sale, to physical or tangible goods or content (e.g. a musical instrument, a tennis racket, a soccer ball, an autographed picture, furniture, etc. (a “Tangible Object”)).
Once the Enigma Tangible NFT is purchased from the Creator, the Creator delivers the Tangible Object to the purchasing Collector. Once the creator has delivered the Tangible Object to the Collector who has made the initial purchase, the Tangible Object ceases to be associated to the Enigma Tangible NFT. The Enigma Tangible NFT may continue to be traded in secondary sales, but as a purely digital asset, a Standard NFT not associated to any Tangible Object.
EState of the Tangible Object All Tangible Objects associated with Enigma Tangible NFTs are offered “as is”. You acknowledge and agree that neither Enigma nor the Creator offer any guarantee as to the functioning, the characteristics, quality or qualities, price, market value, useful life, duration, danger, environmental damage or any other characteristic of the Tangible Object associated to the Enigma Tangible NFT, beyond the express guarantees specifically granted by Enigma or the Creator with respect to each Tangible Object provided in each case.
Enigma only guarantees the identity of the Creator of the Enigma Tangible NFT.
Delivery of the Tangible Object You acknowledge and agree that Enigma does not sell or transport the Tangible Objects related to each Enigma Tangible NFT. Therefore, you understand and acknowledge that Enigma is not the owner, does not have the Tangible Object in its possession or sell the Tangible Object. Enigma only offers, for the transportation of the Tangible Object associated to an Enigma Tangible NFT, a reputable carrier available in the market. You understand and accept that the Creator delivers the Tangible Object to the carrier and the carrier transports the Tangible Object. Therefore, the carrier is responsible for the transportation service pursuant to the terms and conditions provided by such carrier. You accept that Enigma will in no case be liable for any damages that you or the Tangible Object may suffer as a result of the transportation of the Tangible Object.
Place of Delivery or Pick-up of the Tangible Object associated to an Enigma Tangible NFT The Tangible Object associated to each Enigma Tangible NFT may only be picked up from or delivered to the places expressly indicated in the description of each Enigma Tangible NFT.
Artists need an invitation from Enigma.
Enigma maintains complete discretion in selecting the artists in its marketplace, and makes no guarantees or promises that any artists will be approved as Creators even if Enigma solicited the request.
When using Enigma, no User is allowed to:
The Creator owns all legal right, title, and interest in all intellectual property rights underlying the Digital Artwork minted by the Creator on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Creator has the right to reproduce, prepare derivative Digital Artwork, distribute, and display or perform the Digital Artwork.
Creators hereby acknowledges, understands, and agrees that selling a Digital Artwork on Enigma constitutes an express representation, warranty, and covenant that the Creator has not, will not, and will not cause another to sell, tokenize, or create another cryptographic token representing a digital collectible for the same Digital Artwork, excepting, without limitation, the Creator’s ability to sell, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Creator under copyright law.
The Creator hereby acknowledges, understands, and agrees that launching a Digital Artwork on Enigma constitutes an express and affirmative grant to Enigma, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Digital Artwork on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, or any other purpose related to Enigma, including without limitation, the express right to: (i) display or perform the Digital Artwork on the Platform, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative Digital Artwork based on the Digital Artwork; (iii) indexing the Digital Artwork in electronic databases, indexes, catalogues; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Digital Artwork within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.
Creators expressly represent and warrant that their Digital Artwork listed on Enigma contains only original content otherwise authorized for use by the Creator, and does not contain unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use, the Creator further represents and warrants that it has permission to incorporate the unoriginal content.
Collectors receive a cryptographic token representing the Creator’s Digital Artwork as a piece of property, but do not own the creative work itself. Collectors may display and share the Digital Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Digital Artwork, excepting the limited license to the Digital Artwork granted by these Terms. Upon collecting a Digital Artwork, Collectors receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Digital Artwork legally owned and properly obtained by the Collector.
The Collector’s limited license to display the Digital Artwork, includes, but is not limited to, the right to display the Digital Artwork privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest, (ii) for the purpose of sharing, promoting, discussing, or commenting on the Digital Artwork; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Digital Artwork; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments.
Collectors have the right to sell, trade, transfer, or use their Digital Artwork, but Collectors may not make “commercial use” of the Digital Artwork.
The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Creator’s honor or reputation; (ii) use the Digital Artwork to advertise, market, or sell any third party product or service; (iii) use the Digital Artwork 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; (iv) incorporate the Digital Artwork in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Digital Artwork; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Artwork; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same Digital Artwork, whether on or off of the Enigma Platform; (viii) falsify, misrepresent, or conceal the authorship of the Digital Artwork; or (ix) otherwise utilize the Digital Artwork for the Collector’s or any third party’s commercial benefit.
Collectors irrevocably release, acquit, and forever discharge Enigma and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Enigma use of a Digital Artwork in accordance with these Terms.
Platform Content, Software and Trademarks: You acknowledge and agree that the Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Enigma, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or the Platform Content, in whole or in part. In connection with your use of the Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Enigma from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Platform or distributed in connection therewith are the property of Enigma, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Enigma.
The Enigma name and logos are trademarks and service marks of xxxx (collectively the “Enigma Trademarks”). Other company, product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Enigma. Nothing in this Terms of Service or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Enigma Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Enigma Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Enigma be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Enigma does not pre-screen content, but that Enigma and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Enigma and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Platform, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content and the purchase of any Digital Artwork, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Platform: With respect to the content, Digital Artwork, or other materials you upload through the Platform or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Enigma and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.
Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to Enigma are non-confidential and Enigma will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Enigma may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Enigma, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Enigma respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Enigma of your infringement claim in accordance with the procedure set forth below.
Enigma will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Enigma’s Agent XXXX@Enigma.art (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Enigma will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Enigma has adopted a policy of terminating, in appropriate circumstances and at Enigma's sole discretion, Users who are deemed to be repeat infringers. Enigma may also at its sole discretion limit access to the Platform and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Creators expressly agree to refund to the Collector and/or Enigma the entire portion of Fees received from the sale of a Digital Artwork that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counternotification. Enigma will not be held liable to any User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.
Creators, Collectors, and all Users expressly agree to cooperate and timely respond to Enigma’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Users agree to initiate a “burn” transaction upon Enigma’s request for Digital Artwork that have been permanently removed from the Enigma marketplace pursuant to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.
Fees. The Fees for an initial sale of Digital Artwork on Enigma is as follows:
The Fees for a secondary sale of Digital Artwork on Enigma is as follows:
Enigma does not generally collect any fees, commissions, or royalties for transactions occurring outside of Enigma. Users irrevocably releases, acquits, and forever discharges Enigma and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received from any off-market transaction.
All transactions on Enigma, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by smart contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on Enigma. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Enigma. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on Enigma be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable.
Taxes. Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “associated with your use of Enigma (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
Beta Platforms. Certain features on Enigma may be offered while still in “beta” form (“Beta Platforms”). Enigma will utilize best efforts to identify the Beta Platforms by labeling on its Platform. By accepting these Terms or using the Beta Platforms, you understand and acknowledge that the Beta Platforms are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Platforms may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Platforms.
Indemnity and Release: You agree to release, indemnify and hold Enigma and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.
Disclaimer of Warranties: Platform transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Digital Artwork, or lost opportunities to buy or sell Digital Artwork.
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ENIGMA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ENIGMA MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT ENIGMA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY DIGITAL ARTWORK, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ENIGMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY DIGITAL ARTWORK, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL ENIGMA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ENIGMA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
You agree that Enigma, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Platform and remove and discard any content within the Platform, for any reason, including, without limitation, for lack of use or if Enigma believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Platform, may be referred to appropriate law enforcement authorities. Enigma may also in its sole discretion and at any time discontinue providing the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Enigma may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Platform. Further, you agree that Enigma will not be liable to you or any third party for any termination of your access to the Platform.
You agree that you are solely responsible for your interactions with any other Users in connection with the Platform and Enigma will have no liability or responsibility with respect thereto. Enigma reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.
These Terms of Service constitute the entire agreement between you and Enigma and govern your use of the Platform, superseding any prior agreements between you and Enigma with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Enigma agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Enigma to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Enigma, but Enigma may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Platform.
Dispute Resolution By Binding Arbitration:
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.