eCommerce Platform Terms of Service
1. Introduction
Welcome to NFT Workx!
NFT Workx is dedicated to revolutionising how businesses engage with the digital and web3 space, enabling brands to integrate blockchain technology into their everyday business. Through the innovative NFT Workx eCommerce Platform (the Platform), we are helping businesses of every size engage with consumers through the distribution of ‘Digital Collectibles’ (or NFTs), boosting market reach, adoption of new technologies and allowing you, as a business, to provide more ‘value-add’. Our mission is to bridge the gap between traditional business practices and the digital economy, facilitating a secure, innovative environment where companies can create, distribute, and manage Digital Collectibles as a part of their everyday business.
These Terms of Service (Terms) apply to your access, use and exploitation of the Platform, including any of the services, functions or features (Services) which may be made available through the Platform from time to time.
1.1 Agreement
1.1.1 These Terms, together with:
1.1.1.1 any specific terms & conditions or policies which are either: (i) specifically referenced and incorporated into these Terms or the Privacy Notice, or; (ii) apply to your use our Platform or receipt of Services (SSTs); and
1.1.1.2 the WORKX Group Privacy Notice, available [here] (Privacy Notice)
are entered between the business entity signing up to the Platform and WORKX UK Ltd, a limited company registered in England & Wales with company number 15397051 (the Agreement).
1.1.2 For the purposes of these Terms, any reference to NFT Workx, we, our or us shall mean references to WORKX UK Ltd and any reference to you, your or Company shall be a reference to the business entity who uses, accesses, or signs-up to our Platforms or receives any Services offered by WORKX UK Ltd or any wholly owned subsidiary of WORKX Holdings Limited.
1.1.3 By accessing the NFT Workx eCommerce Platform, you agree to the terms and conditions contained herein. If you don’t agree with any of the terms contained within the Agreement, you should not access or interact with our Platform, or receive any of the Services we may offer through the Platform.
1.2 Service Specific Terms (SSTs)
1.2.1 There may be certain instances where additional terms and conditions are applicable to your use of our Platform features or receipt of our Services. For example, our Platform may offer enhanced functionality or premium features which require you to agree to certain usage conditions or a Service we offer may be subject to additional regulatory requirements. If this is the case (and SSTs apply), we will provide these to you in advance and ask you to agree before you access the Platform feature or Service.
1.3 Privacy Notice
1.3.1 We have issued WORKX Group Privacy Notice which outlines how we process and handle any personal data which we collect about you, along with your legal rights in relation to the processing of your personal data. Respecting your rights and the complaint handling of personal data is important to us and should be to you so we’d encourage you to read the Privacy Notice, the terms of which form an integral part of the Agreement.
1.4 Definitions
1.4.1 These Terms use certain definitions and defined terms which can be found at the end of these Terms. Unless the context otherwise requires, any capitalized word used throughout these Terms shall have the corresponding definition included either (i) under the definitions section of these Terms, or; (ii) as defined throughout the body of these Terms.
2. Accounts and Users
2.1 Registration
2.1.1 To access our Platform or receive any of the Services offered through the Platform, you will need to register an account (Account) and provide us with certain information about you and your Company. We will handle all information you provide to us when registering an Account with us in accordance with our Privacy Notice.
2.1.2 When registering an Account with us, you represent and warrant that:
2.1.2.1 you will only provide accurate, complete and current information about your Company (including registered address and Company number), any authorised personnel of the Company and any Authorised Users (as defined) which may be linked to the Account;
2.1.2.2 the Company intends on utilising the Platform and Services for its own legitimate internal business usage only and not for the benefit of any third-party; and
2.1.2.3 the person who is registering the Account is legally authorised to do so.
2.1.3 NFT Workx reserves the right to deactivate any Account in which it reasonably believes does not accord with the above warranties and may do so without notice.
2.2 Users and Accounts
2.2.1 After establishing an Account on our Platform, you may wish to grant access to the Platform to certain users to receive the Services on behalf of the Company and be linked to the Company Account (Authorised User). We may choose to limit the number of Authorised Users who can be registered on your Account at any given time and may choose to increase or decrease this limit from time to time.
2.2.2 Company shall be wholly responsible for any interaction with, or order made through, the Platform during your relationship with us, irrespective of whether such Account interaction is made by an Authorised User or not. Account interactions include any voluntary act or request in respect of the Platform and includes any purchase, interaction, update, request, or Digital Collectible campaign configuration (Account Interactions).
2.2.3 When dealing with your Account you agree and undertake:
2.2.3.1 that you are, and will be held responsible for, all Account Interactions, whether or not such Account Interactions are made by an Authorised User or not;
2.2.3.2 not to transfer your Account or allow any individual who is not an Authorised User with access to it;
2.2.3.3 to ensure that each Authorised User keeps their registration details (username or email address) and password (Company Details) confidential, safe and secure at all times;
2.2.3.4 to ensure that no Authorised User linked to your Account shares, discloses, provides access, or otherwise makes available their Company Details to any person, including other personnel employed by or representing the Company;
2.2.3.5 that only individuals who are legally able to access your Account without breaching any applicable laws (such as geographical restrictions or other cyber laws) will be registered as an Authorised User;
2.2.3.6 to notify us if any of your Account information is outdated or incorrect;
2.2.3.7 to notify us if you have reason to believe that a person other than an Authorised User has accessed, or has access to, your Account; and
2.2.3.8 to only use, or permit the use of, your Account for the purposes in which it is intended and licensed (i.e. to receive our Services).
2.2.4 You may request the deletion of your Account at any time by contacting us.
2.3 Promotions
2.3.1 From time to time we may offer promotions or other trials in relation to the Platform or Services which entitle the qualifying user to certain benefits such as enhanced Platform features or a discount/fee-free period (Promotions). When we run any Promotion, we’ll be clear to tell you about the associated Promotion conditions such as any time limitation, any ‘new customer’s only’ requirement or any other qualifying factor which enables an individual or business entity to receive the Promotion.
2.3.2 Whilst the T&Cs and eligibility criteria may differ, the following shall apply to all NFT Workx Promotions:
2.3.2.1 All Promotions are subject to change at the discretion of NFT Workx and may be withdrawn at any time;
2.3.2.2 All Promotions will be subject to eligibility criteria set at the sole discretion NFT Workx; and
2.3.2.3 All Promotions will be subject to the terms contained in this Agreement, along with any other Promotion terms or SSTs that may be applied.
2.3.3 From time to time and provided that all qualifying criteria are met, we may choose to offer free trials on our Platform (Free Trial) giving the qualifying user access to the Platform and certain features fee free or for a predetermined period (Trial Period). When we offer a Free Trial, the Trial Period and any other qualifying criteria and SSTs will be set out during the registration process.
2.3.4 We may also choose to offer new customers with free account credits upon completion of the registration process or any time determined by us (Free Credits). If we choose to issue Free Credits, these Free Credits are:
2.3.4.1 non-transferable, non-refundable, and not eligible or permitted for resale;
2.3.4.2 issued solely for the benefit of the Free Credit recipient;
2.3.4.3 only to be used for the purposes of testing, utilising or otherwise exploiting the Services we offer through the Platform;
2.3.4.4 subject to any SSTs which may apply to the issuance of Free Credits from time to time; and
2.3.4.5 may be subject to change or withdrawal at the absolute sole discretion of NFT Workx.
3. Platform
3.1 License
3.1.1 Subject to the terms of this Agreement, NFT Workx, for the applicable Subscription Term, hereby grants Company a limited, non-exclusive, non-transferable right and licence (without the right to sublicense), to permit the Authorised Users to access the Platform and receive, access, use, and exploit the Services in accordance with Company’s Subscription and the terms of the Agreement..
3.1.2 Unless otherwise agreed, the above license and receipt of Services shall be:
3.1.2.1 for internal business purposes only;
3.1.2.2 subject to the the timely payment of all Subscription Fees; and
3.1.2.3 withdrawable and subject to change at the discretion of NFT Workx, provided we comply with the terms set forth in clause 8.4.
3.2 Platform Availability
3.2.1 Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. NFT Workx does not guarantee any uptime or specific availability of the Platform or its features, nor is any guarantee or warranty made with respect to the results or output derived through use of the Platform such as increased sales or market traffic (Platform Output).
3.2.2 NFT Workx specifically disclaims any and all liability in respect of the Platform Output, such disclaimer being a material term of this Agreement.
3.3 Platform Maintenance
3.3.1 From time to time, NFT Workx may be required or choose to maintain, enhance or refine the Platform to comply with applicable laws or perform scheduled maintenance on the infrastructure of the Platform (Platform Maintenance).
3.3.2 In the event of Platform Maintenance, certain features of the Platform may be unavailable or the Service quality may be degraded. In limited circumstances we may be required to temporarily suspend access to the Platform by Company’s Authorised Users but will only do so for as long as is reasonably required.
3.3.3 Whilst we will use our best endeavours to notify you in advance of any Platform Maintenance, NFT Workx reserves the right to perform emergency maintenance without cause or providing notice.
3.4 Third-party Providers
3.4.1 You acknowledge that the Platform may enable or assist you to access the website content of, correspond with, and/or and purchase products or services from third parties (Third-Party Provider). When purchasing any good or service from a Third-Party Provider, or accessing the content of a Third-Party Provider website, you are doing so at your own risk. When engaging with, or purchasing from, any Third-Party Provider, you acknowledge and agree that such interaction will be subject to the applicable terms of service, privacy and data collection policies, and other relevant terms and conditions of the relevant Third-Party Provider. When interacting with Third-Party Providers through our Platform, such interactions may also use software components provided by the relevant Third-Party Provider and you agree that separate license terms may apply and govern the usage of such software components.
3.4.2 NFT Workx makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to any transaction or contract entered between Company and Third-Party Provider, nor will NFT Workx be responsible or liable for any content you access, or interaction you have with, a Third-Party Provider.
4. Services
4.1 Subscription
4.1.1 Unless otherwise specified or for one-off purchases, our Platform and Services are made available to you on a paid subscription basis (Subscription) and will be subject to the advertised or agreed limitations and restrictions applicable to each Subscription. Without purchasing a Subscription, or at the cancellation or expiry of a Subscription Term, you may still be able to access the Platform and certain features or history; paid Subscription features, however, will no longer be made available for use.
4.1.2 NFT Workx shall, throughout the course of an active Subscription, provide the Services and make available the Platform on and subject to the terms of the Agreement and any associated product documentation. Details of our Subscriptions can be found on our Product Pages.
4.2 Provision of Services
4.2.1 NFT Workx will provide you with the Services made available through the Platform however reserves the right to withdraw, update, vary or limit any of the Services from time to time as it deems fit. During the provision of Services, NFT Workx shall host and provide to you the Platform and Services in accordance with the Agreement.
4.2.2 NFT Workx’s personnel performing or facilitating the Services may be either employees or subcontractor personnel (Personnel). Throughout the course of your relationship with us, we will remain responsible for any act or omission of our Personnel which cause us to be in breach of the Agreement. Notwithstanding, you agree to cooperate reasonably with our efforts to provide the Services and acknowledge that NFT Workx will not be responsible for any delays in providing the Services to the extent that such delay is caused by your failure to cooperate or to provide any reasonably required assistance.
4.3 Reliance on Third Parties
4.3.1 You understand that in order to provide you with our Services, we rely upon and are dependent on the timely performance of services of third-parties. NFT Workx will not be responsible, under any circumstances, for any delays or deficiencies in the provision of, or access to, the Services, to the extent that such delays or deficiencies are caused by any failures or delays of our third-party service providers or vendors.
5. Digital Collectibles
5.1 General
5.1.1 Some of our Services allow Authorised Users to create, for sale and/or transfer (for nil consideration), digital representations of physical goods that Company owns or otherwise holds the rights to sell (Company Product). Any digital representation of a Company Product shall hereinafter be referred to as a “Digital Collectible”.
5.1.2 Where a Company utilises any Service involving the creation, transfer, sale, manipulation, exploitation or processing of any Digital Collectible, the terms of this Section 5 shall apply.
5.2 Campaigns
5.2.1 Subject to the limitations set forth in this Agreement and any other such limitations that may apply from time to time, Authorised Users can, via the Platform:
5.2.1.1 through the use of an API Key, integrated with eCommerce Providers such as Shopify™ and WooCommerce™ or any other such eCommerce Provider as may be made available for integration by us from time to time (Integrated eCommerce Platform);
5.2.1.2 configure Campaigns and offerings in respect of Company Products , such that Company may choose to make available for consumption and transfer, via their integrated eCommerce platform, Digital Collectibles.
5.2.1.3 whilst configuring Campaigns, customise certain features of each unique Digital Collectibles Including, without limitation, it’s Border Settings, Edition Settings, Logo Icon or other such features as made available via the Platform from time to time;
5.2.1.4 provision the transfer and/or sale of the Digital Collectible via Company’s integrated eCommerce platform;
5.2.1.5 view and access reports concerning the sale and/or transfer of Digital Collectibles; and
5.2.1.6 subject to Company’s Subscription and any applicable SSTs, access any other such features as may be made available through the Platform from time to time.
5.2.2 Following the configuration and submission of a Digital Collectible Campaign, we will:
5.2.2.1 make available, via the Company’s Integrated eCommerce Platform, Digital Collectibles of Company Products subject to a Campaign;
5.2.2.2 upon the purchase of any Digital Collectible via Company’s Integrated eCommerce Platform by an End User, whether at an additional cost or free of charge, facilitate the creation of (minting), access to, and transfer of, the applicable Digital Collectibles to the End User Wallet Address at the End User’s request;
5.2.2.3 provide both Company and End User with a transaction log from the relevant blockchain used to transfer the Digital Collectible; and
5.2.2.4 provide Company with certain reports concerning Digital Collectibles provisioned through the Platform.
5.2.3 Each Digital Collectible will include such information about the Company Product as is made available by the Integrated eCommerce Platform (such as imagery, product details, purchase price) and the customised features of each discrete Digital Collectible as contemplated above at clause 5.2.1.3.
5.2.4 Company acknowledges and agrees that it shall be wholly responsible for any Campaign configured in respect of a Company Product, including (without limitation) the price, product information, and customisable features provisioned for each Company Product’s Digital Collectible. But for any error or omission in respect of a Campaign or Digital Collectible resulting from NFT Workx’s gross negligence, wilful misconduct, or wilful disregard, NFT Workx disclaims all liability in respect of a Digital Collectible requested pursuant to a Campaign via Company’s Account.
5.3 Blockchain Technology
5.3.1 Following the transfer of any Digital Collectible to an End User Wallet, both Company (via the Platform) and the End User (from NFT Workx) will receive a notification and the corresponding blockchain transaction record can be verified on the blockchain network. The blockchain network is operated by a decentralized network of independent third parties outside the control of NFT Workx. As a result, there may be reasons or circumstances which deem the creation and/or transfer of any Digital Collectible to an End User as delayed or, in rare circumstances, not possible. NFT Workx shall not be held responsible nor liable for such delay or failed transfer and Company hereby releases NFT Workx from any claims which may arise as a result of such delay or failed transfer. Company’s sole remedy and NFT Workx’s sole liability in such instances will be to the extent and quantity of the Service Credits consumed as a result of such failed transfer.
5.3.2 ALL MINTING OF DIGITAL COLLECTIBLES INITIATED THROUGH OUR SERVICES AND PLATFORM ARE FACILITATED BY A THIRD-PARTY SERVICE. NFT WORKX HEREBY EXPLICITLY DISCLAIMS ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY OR ANY OTHER SUCH WARRANTY WHICH MAY BE IMPLIED IN RESPECT OF THE CREATION OF DIGITAL COLLECTIBLES.
5.4 Company Products
5.4.1 By and between NFT Workx and Company, Company retains all right, title, interest, and entitlement in the Company Products made available for sale via the Integrated eCommerce Platform, except as otherwise provided herein. Company hereby grants to NFT Workx a limited, assignable, perpetual, and royalty-free license to access, use, transmit, adapt, modify, translate, publish, display, reproduce, and create derivative works or copies of, Company Products,for the purpose of (i) performing the Services and creating the applicable Digital Collectible; and (ii) operating, promoting, sharing, developing, marketing, and advertising the Platform and/or the Services, including without limitation, the express right to: (i) display the Company Products (or derivative works thereof) on Company’s Integrated eCommerce Platform, and (ii) create and distribute Digital Collectibles based on the Company Product.
5.4.2 You shall not request or cause, or permit any third party to request or cause, the creation of Digital Collectibles from a Company Product that violates any third-party privacy, publicity, or intellectual property rights; violates applicable laws, regulations or industry standards; or contains hate speech or material that is violent, obscene, pornographic, abusive, defamatory, offensive, or otherwise not reasonably in the best interests of Company or NFT Workx. Without limiting any of NFT Workx other rights and remedies, NFT Workx shall have the right (but not the obligation), in its sole discretion, to remove or cause the removal of any Digital Collectible if the content contained within the Digital Collectible violates this Agreement, any applicable laws, any NFT Workx policy or procedure in place from time to time, or is otherwise created from a Company Product which is otherwise objectionable or in which Company has no rights in.
5.4.3 Company explicitly agrees and warrants not to cause the creation of any Digital Collectible from any Company Product in which Company does not have all necessary ownership rights and/or licenses, consents or permissions to do so, and hereby agrees to indemnify NFT Workx against all losses, liabilities, costs, damages or other expenses incurred by NFT Workx as a result of Company’s breach of the forgoing warranty,.
5.4.4 Company understands and agrees that Company is solely responsible for any Company Product subject to a Campaign and that Company shall assume full responsibility for any Digital Collectible of a Company Product, including its legality, reliability, accuracy, and appropriateness. NFT Workx reserves the right, at its absolute sole discretion, to prohibit Company from provisioning a Campaign in respect of any Company Product.
6. Company Obligations
6.1 General
6.1.1 Throughout the course of the relationship with us and whilst ever Company has access to the Platform or receives any Services, Company agrees:
6.1.1.1 to provide NFT Workx with access to such information as may be required to provide the Services or access to the Platform, including in relation to the Company’s Account its Authorised Users or any Company Products;
6.1.1.2 without affecting any other of its obligations under the Agreement, to comply with all applicable laws as they so relate to accessing the Platform or receiving the Services;
6.1.1.3 to ensure that all Authorised Users only access the Platform or use the Services in accordance with the terms of this Agreement or other instructions we may provide and that it shall be responsible for any Authorised User’s breach of the same;
6.1.1.4 to obtain and maintain all necessary licences, consents, and permissions necessary to receive the Services or access the Platform; and
6.1.1.5 to ensure that its network and systems comply with the relevant specifications provided by us from time to time.
6.2 Undertakings
6.2.1 Throughout the course of the relationship with us and whilst ever Company has access to the Platform or receives any Services, Company warrants and undertakes that it shall not (except as may be allowed under applicable law which is incapable of exclusion by agreement), except to the extent expressly permitted under this Agreement:
6.2.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) comprising the Platform in any form or media or by any means;
6.2.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
6.2.1.3 access all or any part of the Platform or receive any Services in order to build a product or service which competes with the Platform or Services;
6.2.1.4 subject to attempt to, or let any third-party attempt to, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
6.2.1.5 attempt to obtain, or assist third parties in obtaining, access to the Platform or Services, other than as authorised by NFT Workx;
6.2.1.6 introduce or permit the introduction of, any virus or vulnerability into NFT Workx’s network and information systems;
6.2.1.7 wilfully breach any term of this Agreement or any SSTs which may apply to the receipt and consumption of the Services;
6.2.1.8 not utilize the Services or any portion thereof, or access the Platform or any component of the Platform, if to do so would cause either Company or NFT Workx to breach any applicable laws, including laws in respect of virtual assets, use of blockchain technologies, cyberlaw, or anti-money laundering/counter-terrorism financing;
6.2.1.9 cause the creation of any Digital Collectible from a Company Product if Company does not have the necessary rights, licenses, approvals and consents in such Company Product to do so.
6.2.2 Without prejudice to any other rights which may be afforded to under this Agreement or at law, NFT Workx reserves the right, without liability, to disable or restrict Company’s access to the Platform or Services and take any other action available to it for any breach or alleged breach of the warranties provided above at clause 6.2.1 or clause 6.1.1.
7. Our Obligations
7.1 General
7.1.1 NFT Workx undertakes that the Platform will be made available and Services performed substantially in accordance with this Agreement (including the Documentation) and with reasonable skill and care.
7.1.2 The undertaking provided above at clause 7.1.1 shall not apply to the extent of any non-conformance which is caused by access to the Platform or use of the Services contrary to NFT Workx instructions, or modification or alteration of the Services (including any output from the Platform) by any party other than NFT Workx or NFT Workx duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, NFT Workx will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Company with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Company’s sole and exclusive remedy for any breach of the undertaking set out in 7.1.1.
7.1.3 NFT Workx warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7.1.4 NFT Workx shall follow international best practices to ensure the security of any Company Data provided in the course of granting access to the Platform or providing the Services. In the event of any loss or damage to Company Data, Company’s sole and exclusive remedy against NFT Workx shall be for NFT Workx to use reasonable commercial endeavours to restore the lost or damaged Company Data from the latest back-up of such Company Data maintained by NFT Workx. NFT Workx shall not be responsible for any loss, destruction, alteration or disclosure of Company Data caused by any third party (except those third parties sub-contracted by NFT Workx to perform services related to Company Data maintenance and back-up for which it shall remain fully liable).
7.2 Exclusions
7.2.1 NFT Workx does not warrant that:
7.2.1.1 the Company’s use of the Services will be uninterrupted or error-free;
7.2.1.2 that the Services, Documentation and/or Platform Output obtained by Company through the Services will meet Company’s requirements;
7.2.1.3 the Platform or the Services will be free from Vulnerabilities or Viruses; or
7.2.1.4 the Platform, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
7.2.2 NFT Workx shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Company acknowledges that the Platform and Services may be subject to limitations, delays and other problems inherent in the use of such facilities.
7.2.3 This Agreement shall not prevent NFT Workx from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.2.4 Except as otherwise expressly set forth in this Agreement, neither party makes any representations or warranties of any kind, express or implied, with respect to any items or services provided hereunder, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose or arising by usage of trade, course of dealing, or course of performance, and each party hereby disclaims the same. NFT Workx does not represent or warrant that the services or documentation will meet your needs or requirements, that any content generated by the services will be accurate, complete or reliable, that use of the services will be uninterrupted, timely, secure or free from error, or that any defects in the services or documentation will be corrected.
7.2.5 Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some of the above exclusion may not apply to you.
8. Payment and Payment Processing
8.1 Pricing
8.1.1 We may update the price of our Services from time to time to align with the features we offer or to provide better value to you as the end user. If we increase the price of any of our Services (which we reserve the right to do), we will try to provide you with as much notice as possible to assist with your decision-making process.
8.1.2 If you have signed up to a Subscription and during the term of your Subscription we choose to increase the price, you won’t be affected until the end of your Subscription Term.
8.2 Payment
8.2.1 Company agrees to pay the applicable Subscription Fee for the Subscription in accordance with this section and relevant information contained in the Product Pages at the time sign-up.
8.2.2 Upon signing up for a Subscription, Company shall provide valid, up-to-date and complete credit card and billing details or, subject to our prior acknowledgment and agreement, any other such information which we may require in order to activate your Subscription such as an approved purchase order.
8.2.3 If, pursuant to clause 8.2.2, Company provides its credit card details, Company thereafter authorizes NFT Workx to charge such credit card:
8.2.3.1 on the Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
8.2.3.2 on each anniversary of the Subscription Commencement Date for the Subscription Fee amount payable for the following Subscription Renewal Term.
8.2.4 If, pursuant to clause 8.2.2, Company provides other such details as may be agreed such as an approved purchase order, NFT Workx shall invoice Company:
8.2.4.1 on Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
8.2.4.2 at least thirty (30) days prior to each anniversary of the Subscription Commencement Date for the Subscription Fees payable in respect of the following Subscription Renewal Term, and Company agrees to pay each invoice within thirty (30) days of the date of invoice.
8.2.5 If Company intends on making payment in accordance with clause 8.2.4 and such payment is not received within thirty (30) days of the invoice due date, NFT Workx may, without prejudice to any other rights available to it and without incurring any liability, disable Company’s Account and suspend any access by any Authorised User to the Platform or Services.
8.2.6 All amounts and fees stated or referred to in this Agreement:
8.2.6.1 shall be payable in the currency advertised or otherwise agreed;
8.2.6.2 are non-cancellable and non-refundable; and
8.2.6.3 unless advertised to be value added tax (VAT) inclusive, shall be exclusive of VAT.
8.2.7 Company agrees that timely payment of all Subscription Fees is material to entering this Agreement and failure to comply shall constitute a material breach of contract. NFT Workx reserves the right to suspend or cancel any Account, including access by any Authorised User, if Company fails to make payment of the Subscription Fee by the relevant due date for either the Initial Subscription Term or any Subscription Renewal Term.
8.3 Payment Processing
8.3.1 NFT Workx may use third-party service providers for its payment services such as card acceptance, merchant settlement and related payment services (Payment Provider). By purchasing a Subscription, you agree to be bound to the privacy policy and any applicable terms of the Payment Provider and consent and authorise NFT Workx to share your payment related information with the Payment Provider.
8.3.2 NFT Workx will only use recognized Payment Providers who adhere to industry standards and payment security guidelines.
9. Compliance
9.1 Export Control
9.1.1 Company agrees to comply with all applicable laws and regulations as they relate to the prevention of money laundering, including without limitation the Proceeds of Crime Act, 2002 (UK); Anti-Money Laundering Act, 2020 (USA); and the European Union (EU) Anti-Money Laundering Directive.
9.1.2 NFT Workx reserves the right to share any information relating to Company’s Account or any information relating to an Authorised User as available to Company with any law enforcement agencies as may be required from time to time.
9.2 Anti-Money Laundering
9.2.1 Company agrees to comply with all applicable laws and regulations as applicable to prevention of money laundering, including, without limitation, the Proceeds of Crime Act, 2002 (UK); Anti-Money Laundering Act, 2020 (USA); and the European Union (EU) Anti-Money Laundering Directive.
9.2.2 NFT Workx reserves the right to share any information relating to Company’s Account or any information relating to an Authorised User as available to Company with any law enforcement agencies as may be required from time to time.
10. Intellectual Property
10.1 Proprietary rights
10.1.1 The Services provided and information accessed through use of the Platform contains trademarks and copyrighted materials, along with other intellectual property such as confidential or proprietary information and patentable processes and technologies proprietary to NFT Workx (NFT Workx Materials). The NFT Workx Materials may include things such as source code, video, test, software, graphics, imagery, sounds, processes, technologies and other components which have been developed by us or our licensors.
10.1.2 Company acknowledges and agrees that NFT Workx and/or its licensors own all intellectual property, proprietary or other property rights in the Platform, Services (including the Documentation) and any Downloadable Content as described below. Except as expressly stated herein, this Agreement does not grant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform, Services or Downloadable Content.
10.1.3 The right of access to the Platform does not grant to you any right to download or store any NFT Workx Materials in any medium unless, during the course of providing you with the Services, certain NFT Workx Materials are made available to you for download or use outside of our Platforms or provisioning of Services such as any reports which may generated through the Platform (Downloadable Content). When we provide you with Downloadable Content, we are providing you such NFT Workx Material under a limited, personal licence under which you can use the Downloadable Content for personal use only. No license is provided to sell, transfer or otherwise make any derivative works out of the Downloadable Content we provide through the Platform or otherwise.
10.1.4 NFT Workx confirms that it has all necessary rights in relation to the Platform and Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10.2 Marks
10.2.1 The NFT Workx logo and any NFT Workx product or service name, logo, or slogan that may appear on the Platform or derivative works from the Services are trademarks of NFT Workx or NFT Workx affiliates and shall not be copied, imitated, or used, in whole or in part, without NFT Workx’s prior written permission. Company shall not use any metatags or other “hidden text” utilizing “NFT Workx”, or any other name, trademark or product or service name of NFT Workx or its affiliates without NFT Workx’s prior written permission. In addition, the look and feel of the Platform, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark, or trade dress of NFT Workx and may not be copied, imitated, or used, in whole or in part, without NFT Workx’s prior written permission. All other trademarks, registered trademarks, product names and logos mentioned on the Platform 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 NFT Workx. NFT Workx accepts no responsibility or liability for any damage, direct or indirect, resulting from the prohibited use of any content or output delivered on the Platform.
10.3 Feedback
10.3.1 Company may, at Company’s sole discretion, provide input, or comments, or suggestion for creation, correction, change and modification to the Services and other feedback (including, but not limited to quotations of written or oral feedback), ideas, concepts, information, and reports to Company (Feedback). Company hereby agrees and acknowledges that NFT Workx shall own all the rights in the Feedback, together with rights in all improvements, updates, modifications, or enhancements, whether made, created, or developed by NFT Workx or otherwise relating to Feedback. All Feedback and any Service or Platform improvements derived from such Feedback shall be the sole and exclusive property of NFT Workx and NFT Workx may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Company and without retention by Company of any proprietary or other right or claim. Company hereby assigns to NFT Workx any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that Company may have in and to any and all Feedback. Company hereby agrees to waive any moral rights Company may have in any and all Feedback.
10.4 Company Property
10.4.1 Without prejudice to the license grant at clause 5.4.1,, all rights (including intellectual property rights, industrial rights, rights to commercialise and other property rights), title to, and interest in, any Company property,including, without limitation, any Company Product (Company Property) is and will remain the exclusive property of Company or Company’s licensors.
10.4.2 In respect of any and all Company Property, Company represents and warrants that, during the term of this Agreement:
10.4.2.1 it shall obtain and maintain all necessary rights, licenses, approvals and consents necessary and as applicable in order for NFT Workx to provide the Services without causing NFT Workx to breach any applicable laws or third party rights;
10.4.2.2 it shall not dispose of any of Company’s rights in the relevant Company Property if in doing so would cause NFT Workx, throughout the provision of Services, to breach any applicable laws or third party rights; and
10.4.2.3 it holds good and proper title to all Company Property relevant to the Services and there are no regulatory or contractual restrictions prohibiting the performance of Services in respect of the relevant Company Property.
10.4.3 Company agrees to indemnify NFT Workx and its affiliates against any and all losses, claims, liabilities, expenses, damages or other costs resulting from a breach of the warranties provided for above at clause 10.4.2.
11. Confidentiality
11.1 Confidential Information
11.1.1 For the purposes of this Agreement, “Confidential Information” shall mean all information (however recorded or preserved) relating to Company or NFT Workx and concerning their business affairs including, but not limited to:
11.1.1.1 any information that would be regarded as confidential by a reasonable businessperson relating to (i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of a party, and/or; (ii) the operations, processes, product information, know-how, designs, trade secrets or software of a party;
11.1.1.2 details of the Platform or Services not directly intended by use of the Services, and the results of any performance tests of the Services; and
11.1.1.3 any Company Product.
11.2 Duty of Confidence
11.2.1 Subject to clause 11.3.1, each party (the Receiving Party) agrees to keep the other party’s (the Disclosing Party) Confidential Information secret and confidential and not to use or disclose such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement and only to the extent reasonably necessary (Permitted Purpose).
11.3 Exclusions
11.3.1 Notwithstanding clause 11.2.1 above, a party may disclose the other party’s Confidential Information, only as required and only to the extent which may be reasonably necessary, to:
11.3.1.1 those of its personnel or representatives who need to know such Confidential Information in order to perform Permitted Purpose, provided that those personnel in which Confidential Information is disclosed agrees to maintain its confidentiality; or
11.3.1.2 comply with any laws, instruction by any governmental or other regulatory body or securities exchange, or as may be directed by any court with competent jurisdiction.
11.3.2 The provisions of this section 11 shall not apply to any Confidential Information that:
11.3.2.1 is or becomes generally available to the public (other than as a result of its disclosure by the Receiving party or its representatives in breach of this clause);
11.3.2.2 was available to the Receiving party on a non-confidential basis before disclosure by the Disclosing party;
11.3.2.3 was, is or becomes available to the Receiving party on a non-confidential basis from a person who not bound by a confidentiality agreement with the Disclosing party or otherwise prohibited from disclosing the information to the Receiving party; or
11.3.2.4 the parties agree in writing that it is not confidential or may be disclosed.
12. Liability
12.1 Indemnity
12.1.1 Company agrees to defend and indemnify NFT Workx against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with use of the Platform or receipt of the Services, including any claim resulting from the creation, sale or transfer of a Digital Collectible derived from a Company Product, provided that we give you prompt notice of any such claim.
12.1.2 NFT Workx agrees to indemnify the End User against any claim that the Company’s use of the Platform or Services in accordance with this Agreement infringes any United Kingdom patent, copyright, trademark, database right or right of confidentiality, and shall indemnify the Company for any amounts awarded against the Company in judgment or settlement of such claims, provided that:
12.1.2.1 prompt notice of any such claim is provided;
12.1.2.2 no admission or attempt to compromise or settle the claim is made and reasonable cooperation in the defence and settlement of the claim is provided; and
12.1.2.3 NFT Workx is given sole authority to defend or settle the claim.
12.1.3 In the defence or settlement of any claim, NFT Workx may procure the right for the continued use of the Platform or Services and may choose to replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) Business Days’ notice to the Company without any additional liability or obligation to pay liquidated damages or other additional costs.
12.1.4 In no event shall NFT Workx, its employees, agents and subcontractors be liable to the Company to the extent that the alleged infringement is based on:
12.1.4.1 use of, or use of any derivative works of, any Company Product;
12.1.4.2 a modification of the Services or Platform or Platform Output by anyone other than NFT Workx;
12.1.4.3 Company’s use of the Platform or Services in a manner contrary to the instructions given to the Company by NFT Workx; or
12.1.4.4 Company’s use of the Services or Documentation after notice of the alleged or actual infringement from NFT Workx or any appropriate authority.
12.2 Liability
12.2.1 Except as expressly and specifically provided in this Agreement:
12.2.1.1 Company assumes sole responsibility for results obtained from the use of the Platform, Services, and Platform Output, including for the results of or general uptake of any Digital Collectibles made available for sale or transfer. NFT Workx shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided in connection with use of the Platform, provisioning of a Campaign, Platform Output or Services.
12.2.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
12.2.1.3 the Platform and Services are provided to Company on an “as is” basis.
12.2.2 Nothing in this Agreement excludes the liability of either party for:
12.2.2.1 for death or personal injury caused by negligence; or
12.2.2.2 for fraud or fraudulent misrepresentation.
12.2.3 Subject to 12.2.2:
12.2.3.1 NFT Workx shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
12.2.3.2 NFT Workx’s total aggregate liability arising in connection with this Agreement shall be limited to the total Subscription Fees paid for the Company’s Subscription during the twelve (12) months immediately preceding the date on which the claim arose.
12.2.4 Nothing in this Agreement excludes the liability of Company for any breach, infringement or misappropriation of the NFT Workx’s Materials or other intellectual property rights.
13. Term & Termination
13.1 Term
13.1.1 This Agreement shall, unless otherwise cancelled pursuant to clause 13.2. (Cancellation), commence on the date in which Company registers an Account and shall continue until such point that Company’s Account is cancelled in accordance with clause 13.2.1 or otherwise closed or deactivated.
13.2 Cancellation
13.2.1 Company may cancel an active Subscription at any time by notifying NFT Workx of its intention to cancel (Cancellation Request). If Company makes a Cancellation Request and unless otherwise requested, NFT Workx will cancel and deactivate Company’s Account at the conclusion of the then relevant Initial Subscription Term or Renewal Subscription Term, as the case may be. If Company requests the earlier cancellation of their Account, NFT Workx will be under no obligation nor be liable to refund Company for any paid but unutilized amounts of any Subscription Fee paid.
13.2.2 NFT Workx may, in its sole discretion and for any reason, cancel any active Account or access by any Authorised User at any time by providing written notice to Company of cancellation (Notice of Cancellation). If a Notice of Cancellation is provided, NFT Workx agrees to refund any paid but unutilized portion of the relevant Subscription Fees in accordance with clause 8.4.
13.3 Consequences of Cancellation
13.3.1 Upon Cancellation of Company’s Account:
13.3.1.1 all licences granted under this Agreement shall immediately terminate and Company shall immediately cease all use of the Services and paid features of the Platform;
13.3.1.2 NFT Workx will destroy or otherwise dispose of any of Company Data in its possession; and
13.3.1.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of cancellation, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of cancellation shall not be affected or prejudiced.
14. Miscellaneous
14.1 Force Majeure
Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such cases, the time for performance of such obligations shall be extended according to the time of delay. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving written notice to the affected party.
14.2 Conflict
If there is an inconsistency between any of the provisions of this Agreement and any applicable SSTs, the provisions of the SSTs shall prevail.
14.3 Variation
NFT Workx may vary or update the terms of this Agreement by providing Company with not less than seven (7) days advance written notice provided that in such instance Company shall be entitled to cancel its account and NFT Workx shall be liable to refund any paid but unutilized portion of the Subscription Fees paid by Company.
14.4 Waiver
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.5 Rights and Remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.6 Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
14.7 Entire agreement
14.7.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
14.7.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
14.7.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
14.8 assignment
Company shall not, without the prior written consent of NFT Workx, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
14.9 No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.10 Third party rights
This Agreement does not give rise to any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any term of this Agreement.
14.11 Notices
Any notice or other communication to be given under this Agreement must be in writing and sent by registered post or email. The registered address or email for the delivery of any notice under this Agreement shall:
i) for NFT Workx,
a) if sent by registered mail, be sent to: 20 Wenlock Road, N1 7GU, London, England, United Kingdom
b) if sent by email, be sent to: [email protected]
ii) for Company, using the contact details provided when registering an Account.
14.12 Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England and Wales.
14.13 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
15. Definitions
Unless the context otherwise requires or a specific term is defined within the body of this Agreement, all defined terms shall be given the meaning prescribed as follows:
Authorised User means those employees, agents and independent contractors of the Company who are authorised by the Company to access the Platform and receive the Services as further described in clause 2.2;
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information shall have the meaning prescribed in clause 11.1.1;
Company Data means any data inputted by Company, its Authorised Users, or NFT Workx on the Company’s behalf, for the purpose of registering an Account or using the Services or facilitating the Company’s use of the Services;
Company Product shall have the meaning prescribed to it in clause 5.4;
Documentation means any document, instruction manual or guide made available to Company by NFT Workx in relation to the Platform or Services and sets out a description or user instructions;
End User means the consumer or business customer of Company who purchases any Company Product via Company’s Integrated eCommerce Platform;
End User Wallet means the web3 wallet address of the End User which, by default, will be a designated web3 wallet generated by NFT Workx or its licensors.
Heightened Cybersecurity Requirements means any laws, regulations, codes, international and national standards, industry schemes and sanctions, which are applicable to either the Company or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time;
Initial Subscription Term means the initial term of a Subscription as identified and communicated through the NFT Workx product and services pages or advertising;
Platform means the proprietary eCommerce platform for creation of Digital Collectibles and configuring of Campaigns owned by NFT Workx and for which the Subscription relates;
Platform Output means any results, output, derivatives, statistics or other information derived through use of the Platform;
Product Pages means all relevant web pages housed at nftworkx.com or portal.nftworkx.com that include detailed information about the Subscriptions, Platform and Subscription Fees;
Service Credits means the paid credits applied to Company’s Account for the consumption of Services via the Platform;
Services means any services, features or benefits to be derived through use of the Platform or otherwise provided by NFT Workx to Company;
Software means the underlying technology, applications, source code, scripts and components of the Platform provided by NFT Workx as part of the Services;
Subscription means the subscriptions purchased by the Company which entitle Authorised Users to access the Platform and use the Services in accordance with this Agreement;
Subscription Commencement Date means the date in which Company’s paid Subscription commences and Company pays the Subscription Fee;
Subscription Renewal Term means any renewal of a Subscription subsequent to the Initial Subscription Term;
Subscription Fee means the fees payable by the Company to NFT Workx for the Subscription and use of the Platform and Services;
Subscription Term means the Initial Subscription Term and, if applicable, any Subscription Renewal Term;
Virus means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability means any weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.
LAST UPDATED ON 4 MARCH 2023