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📝 Terms of Service
oncyber Terms Of Service Last Updated: 11.14.22
These Terms of Service (these “Terms”) govern your access to and use of certain products, services and properties made available by Cyber Meta, Inc., (“oncyber,” “we,” “us” or “our”). Our products, services and properties include, without limitation, the creation, purchase, sale, exchange, modification and other use of digital art gallery metaverse spaces, as well as additional and related digital assets; our online and/or mobile services, including the site(s) and/or app(s) through which these Terms are made available, and software provided on or in connection with those services (collectively, the “Service”). (As used herein, the term “you” (including any variant) refers to each individual who enters into these Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Terms.) Certain features of the Services may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. These Terms and all such Supplemental Terms, which are incorporated by reference, are collectively referred to as the “Agreement.” If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.
WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY ITEMS YOU PURCHASE THROUGH OR IN CONNECTION WITH THE SERVICES. EXCEPT WHERE EXPRESSLY STATED AT THE POINT OF SALE FOR ANY PURCHASE, ONCYBER MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ITEMS OFFERED FOR SALE ON OR THROUGH THE SERVICE.
THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, PURCHASING OR OFFERING TO PURCHASE ANY DIGITAL ASSETS OR SERVICES MADE AVAILABLE BY ONCYBER THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN. If you do not agree to this Agreement, you may not access or use the Service or purchase any Space NFTs.
PLEASE READ SECTION 22 OF THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.
PLEASE BE AWARE THAT SECTION 8 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.
oncyber reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service.
oncyber offers a platform that allows artists, collectors, gallerists and other users (collectively, “Curator(s)”) to showcase their unique non-fungible tokens (“NFT(s)”) and connect with other users in a digital metaverse space (a “Space”). These Spaces display Curators’ NFT collections in 3D, which can be viewed by other users of the Service (“Visitors”). Certain Spaces may be offered for sale or otherwise made available as embodied in a non-fungible token hosted on the Ethereum blockchain (such token, a “Space NFT,” and each Space NFT and other NFTs made available by oncyber, an “oncyber NFT”). You may only access or participate in certain features of the Service (e.g., purchasing, selling, establishing or maintaining a Space) by linking an electronic wallet that allows you to purchase, store, and engage in transactions (each, a “Digital Wallet”).
Although an oncyber NFT itself is Owned by its then-current owner, the work of authorship embodied by the oncyber NFT (e.g., the underlying architectural rendering in the case of a Space NFT) is licensed, and not transferred or sold, to the owner of the oncyber NFT. (“Own” means, with respect to any NFT or other digital asset, an NFT or digital asset that you have rightfully and lawfully purchased or acquired from a legitimate source, where proof of such purchase or acquisition is recoded on the relevant blockchain.)
User Representations and Warranties You must be eighteen (18) years old or otherwise capable of forming a binding contract in your jurisdiction to use the Service. By using the Service, whether to mint or purchase an NFT, view a Space, or otherwise, you agree (i) to provide accurate, current, and complete information about yourself as requested, (ii) to maintain and promptly update such information from time to time as necessary, (iii) to maintain the security of your Digital Wallet and accept all risks of unauthorized access to your Digital Wallet and to the information you provide to us, and (iv) to notify us immediately if you discover or otherwise suspect any security breaches related to the Service.
You will not buy, sell, rent, or lease access to the Service except as permitted by us; or log in or try to log in to access the Service through unauthorized third party applications or clients.
oncyber may require you to provide additional information and documents from time to time, including without limitation at the request of any competent authority or in order to help oncyber comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. oncyber may also require you to provide additional information and documents in cases where it has reasons to believe that: Your Digital Wallet or other means of access to the Service is being used for money laundering or for any other illegal activity; You have concealed or reported false identification information and other details; or Transactions effected via your Digital Wallet may have been effected in breach of this Agreement.
In such cases, oncyber, in its sole discretion, may pause or cancel your transactions until such requested additional information and documents have been reviewed by oncyber and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, oncyber may refuse to provide any oncyber NFT, Content (as defined below), product, service and/or further access to the Service to you.
When you purchase an oncyber NFT or otherwise use the Service, you hereby represent and warrant, to and for the benefit of oncyber, its affiliates and its and their respective representatives, as follows: Authority. You have all requisite capacity, power and authority to enter into and perform your obligations under this Agreement, including to sell, list, buy, display or otherwise use any oncyber NFT, as applicable. The execution, delivery and performance of your obligations under this Agreement have been duly authorized by all necessary action on your part and, if you are an entity, on the part of such entity’s board of directors or comparable authority(ies), and no other proceedings on your part are necessary to authorize the execution, delivery or performance of your obligations under this Agreement.
This Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with this Agreement.
Accuracy of Information. All information provided to oncyber and/or its third-party designees, including its address and social security number or tax ID number, is accurate and complete. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
This Agreement does not, and the performance of your obligations under this Agreement and your use of the Service, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable in the listing, buying, selling, display and other use of any NFTs, as applicable. Additionally, you have conducted an independent investigation of the Service and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to use the Service, you have relied solely on the results of such investigation and such independent judgement. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including the oncyber NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the oncyber NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, oncyber, in determining to enter into this Agreement, buy, sell or otherwise use any oncyber NFTs, or otherwise use the Service.
Litigation. There is no legal proceeding pending that relates to your activities relating to any NFT- or digital asset-trading or blockchain technology related activities.
Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or minting, buying, or selling NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to minting, buying, or selling NFTs.
You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
Deployer Content. The NFTs to be minted, advertised, promoted, and distributed/sold hereunder (“Metaverse Space NFTs”) will embody, be associated with, and/or otherwise utilize Deployer’s architectural renderings and associated works of authorship and/or other intellectual property solely owned by Deployer (“Deployer Content”) to be furnished by Deployer at Deployer’s sole expense.
Fees. Deployer shall receive a fee equal to a percentage of the total consideration paid in connection with the initial sale of each Metaverse Space NFT (each, a “Primary Sale,” and such fee, the “Primary Sale Fee”). Each subsequent sale of the Metaverse Space NFTs (each, a “Secondary Sale”) will be subject to a fee payable to oncyber equal to a percentage of the total consideration paid for the Metaverse Space NFT in such Secondary Sale. Deployer shall receive a fee equal to a percentage of the total consideration paid in connection with the secondary sale of each Metaverse Space NFT (“Secondary Sale Fee”). Fees will be noted through oncyber’s minting process, either in its web application or otherwise.
Payment. Amounts due hereunder will be payable to Deployer’s digital wallet address account as provided by Deployer in connection with the deployment of any space. These payments will be made on a quarterly basis, made available via a claim process, or automatically paid out depending on available technology. oncyber shall have no liability arising out of or relating to the wallet address account provided by Deployer, including any circumstances, acts or omissions resulting in loss of funds. The prices of digital assets, including cryptocurrency, are volatile. The parties acknowledge and agree that payments shall be made as set forth herein notwithstanding any fluctuation in the value of any digital asset. Deployer acknowledges and agrees that Deployer is solely responsible for payment of any and all taxes payable in connection with the compensation and benefits to be paid or provided to Deployer under this Agreement, and that oncyber shall not withhold any such taxes from amounts hereunder unless oncyber determines that it is required to do so by applicable law.
Exclusivity. To ensure that buyers of Metaver Space NFTs can purchase with set expectations of the supply of said NFTs, Deployer shall not, nor shall Deployer cause or permit any third party to, directly or indirectly, mint any NFT that is identical or reasonably similar to the Metaverse Space NFTs minted hereunder. The restriction in the foregoing sentence shall survive any expiration or termination of this Agreement.
Intellectual Property Assignment. Deployer hereby assigns to oncyber all right, title and interest in and to the Deployer Content and all intellectual property rights embodied therein. The purpose here is not so that oncyber owns the intellectual property; the purpose of this is to give oncyber the necessary rights to pass ownership on to purchasers of any relevant NFTs so that they may purchase in confidence. Deployer agrees that Deployer Content shall become the sole and exclusive property of oncyber for the purpose of further assignability. Deployer hereby waives any and all interest Deployer may have in such Deployer Content, including any moral rights with respect to any such Deployer Content.
License Grant. Deployer grants to oncyber the non-exclusive (except as set forth in Section 4, above), worldwide, royalty-free, sublicensable right and license (but oncyber shall have no obligation) to use the trademarks, service marks, publicity rights, privacy rights, names, images, likenesses (including digital likenesses), voice, biographical details, indicia of identity, and logos specified by Deployer (“Deployer Marks”), in connection with the minting, advertising, promotion and offering of Metaverse Space NFTs hereunder, and oncyber’s advertisement and promotion of itself and its products and services. All uses of Deployer Marks will inure to the benefit of Deployer. In the event that Deployer reasonably objects to the use of any Deployer Mark by oncyber, Deployer may revoke oncyber’s rights thereto and oncyber will promptly cease using Deployer Marks in the manner objected to by Deployer; provided, for the avoidance of doubt, that Deployer acknowledges and agrees that any use of the Deployer Marks in Deployer Content as embodied by a Metaverse Space NFT shall be subject to a perpetual, irrevocable license to (i) oncyber and (ii) the then-current owner of such Metaverse Space NFT, in each case for use solely in connection with the use and display of such Deployer Content.
By purchasing an oncyber NFT, you agree to comply with any terms, including licenses or payment rights that are displayed at the point of sale of, embedded within or otherwise included with any oncyber NFT. While oncyber expressly permits the use of an oncyber NFT on and transfer of an oncyber NFT to a third-party platform, oncyber does not guarantee that oncyber NFTs, including Space NFTs, will be transferable to or operable with any such platform.
oncyber may set limits on or other terms regarding the purchase, sale or use of oncyber NFTs comprising oncyber’s Content (as defined below), including, without limitation, any fee payable in connection with any subsequent sale of an oncyber NFT, whether or not such sale takes place on or through the Service (each such sale, a “Secondary Sale,” and such fee, a “Secondary Sale Fee”), and oncyber will display such terms at point of sale or otherwise within the Service.
Except as otherwise may be set forth at point of purchase or point of sale with respect to an oncyber NFT oncyber is not and shall not be a party to any transaction or dispute between sellers and buyers of oncyber NFTs.
oncyber may from time to time make available certain Spaces without purchase to new or existing users of the Service (each, a “Free Space”). The rules governing your use of such Free Space will be made available in connection with such Free Space. oncyber will determine your eligibility for any Free Space in its sole discretion and may change the terms of or remove your access to a Free Space at any time, with or without notice to you.
You may only display NFTs in a Space if you own such Space and if you Own such NFTs, have authorization from the then-current Owner of such NFTs, or if you originally minted such NFT and retained the right to display such NFT. oncyber relies on Third-Party Services (as defined below) to display the NFTs in a Space. If your access to or account with any such Third-Party Service is terminated, you may not be able to display certain NFTs in your Space. oncyber shall have no liability to you in connection with any such Third-Party Service, including without limitation any failure of such Third-Party Service to display NFTs.
If you choose to make any NFT that you Own, or any NFT that you have minted and have the right to make available (collectively, “Your NFT(s)”) available on or through the Service, including by displaying Your NFT in a Space, you hereby grant oncyber a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, reproduce, distribute, perform and display the artwork embodied by Your NFT (in whole or in part) for the purposes of (i) providing the Service, including making the artwork embodied by Your NFT available to other users of the Service in accordance with your elections on the Service; (ii) improving the Service; and (iii) advertising and promoting oncyber and its Services. You also hereby grant each other user of the Service a non-exclusive license to access the artwork embodied by Your NFT through the Service, and to use, reproduce, distribute, display and perform the artwork embodied by Your NFT solely as permitted through the functionality of the Service and under this Agreement. You are solely responsible for any of Your NFTs. You represent and warrant that you have obtained all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein with respect to any of Your NFTs that you display or otherwise make available, in whole or in part, on or through the Service. You agree that Your NFTs will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to grant the licenses described above. We take no responsibility for Your NFTs made available on or through the Service, although we reserve the right to remove or disable the display of or access to any of Your NFTs in our sole discretion.
When you use the Service, you may be able to access, view, and virtually tour a Space that is made available by a Curator. Each Curator is solely responsible for the content of such Curator’s Space, including any NFT displayed therein. You are solely responsible for your interactions with other Curators and/or Visitors to the Services or any Space and any other parties with whom you interact; provided, however, that oncyber reserves the right, but has no obligation, to intercede in such disputes, including without limitation to take action in response to any such dispute. You agree that oncyber will not be responsible for any liability incurred as the result of such interactions or any visit to or failure to access a Space that is made available by a Curator. You visit all Spaces and interact with other Curators and Visitors at your own risk.
All pricing and payment terms for oncyber NFTs or other Services are as indicated at point of sale or otherwise on the Service, and any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
When you purchase an oncyber NFT, you agree that you have read, understand, and agree to be bound by any terms and conditions applicable to the sale of that oncyber NFT, including any Secondary Sale Fee (regardless of whether such Secondary Sale Fee is enforced or supported by the third-party platform or marketplace that facilitates a Secondary Sale). You further agree that you will bind any subsequent purchaser of the oncyber NFT to such Secondary Sale terms and conditions.
oncyber may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular cryptocurrency is accepted as a payment method by oncyber is subject to change at any time in oncyber’s sole discretion. You agree to make all payments of fees to oncyber free and clear of, and without reduction for, any withholding taxes.
By contacting oncyber via email or by using the Service, you consent to receive electronic communications from oncyber (e.g., via email or by posting notices to the Service or to oncyber’s official accounts on social media properties such as Discord). These communications may include notices about your use of the Service (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you.
Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the oncyber logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of oncyber or our affiliates or licensors.
The oncyber logo and any oncyber product or service names, logos or slogans that may appear on the Service are trademarks of oncyber or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “oncyber,” or any other name, trademark or product or service name of oncyber or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of oncyber and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by oncyber.
As between you and oncyber, oncyber owns all legal right, title and interest in and to the Spaces, and all intellectual property rights therein. oncyber and its licensors reserve all rights in and to the Spaces not expressly granted to you.
You agree that any submission of any ideas, suggestions, documents, and/or proposals to oncyber (collectively, “Feedback”) is at your own risk and that oncyber has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to oncyber a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and oncyber’s other products and services.