Last Updated: November 5, 2020
Ephimera is a decentralized application and marketplace operating on the
Ethereum blockchain. The Ephimera marketplace facilitates the creation, sale
and purchase of unique, non-fungible assets between users on the Ethereum
blockchain through smart contracts.
The Ephimera team strongly suggests to all current and potential users
to familiarize themselves with blockchain technology in general, and the
Ethereum blockchain in particular. Please visit the website of the Ethereum
Foundation to learn more
(https://ethereum.org/).
Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”)
very carefully. This Agreement is between you (the “User(s),” “Artist(s),”
“Collector(s),” “Owner(s),” “Gallery(ies),” and collectively with others
using the Site - “Users”) and Scarcity Labs, Inc., a company that owns and
operates the Ephimera platform and organized under the laws of the Province
of Ontario, Canada (“Ephimera”, “Scarcity Labs”, “the Company”, “we”, “our”
or “us” and together with you, the “Parties”). These Terms govern your use
of the website and App located at
https://ephimera.com
(the “Site”), and all related tools, mobile applications, web applications,
decentralized applications, smart contracts and APIs located at any of
Scarcity Lab’s websites, including without limitation, successor website(s)
or application(s) thereto (the “Platform”).
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN
YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES,
OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR
THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE
THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF
YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF
THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR
TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT
YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION
AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE
LAWS.
EPHIMERA IS A PLATFORM FACILITATING THE TRANSFER OF DIGITAL ART BETWEEN
USERS. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES
ARE AN ADMINISTRATIVE PLATFORM ONLY. EPHIMERA FACILITATES TRANSACTIONS
BETWEEN THE BUYER AND SELLER IN THE AUCTION BUT IS NOT A PARTY TO ANY
AGREEMENT BETWEEN THE BUYER AND SELLER OF DIGITAL ART OR BETWEEN ANY USERS.
We reserve 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 with 30 days advance written notice, by sending an
email notification to account holders and providing notice through the Site
or updating the "Last Updated" date at the beginning of this Agreement. By
continuing to access or use the Site, you confirm your acceptance of the
revised Agreement and all of the terms incorporated therein by reference. We
encourage you to review the Agreement frequently to ensure that you
understand the terms and conditions that apply when you access or use the
Site. If you do not agree to the revised Agreement, you may not access or
use the Site.
Defined Terms - “Ethereum” means the Ethereum mainnet and the consensus
blockchain for such mainnet (networkID:1, chainID:1) as recognized by
the official Go Ethereum Client, or, if applicable, the network and
blockchain generally recognized as the legitimate successor thereto.
- “NFT(s)” or “Token(s)” means Ethereum-based tokens
complying with the ERC-721 standard, or other similar “non-fungible”
token standard. NFTs are intended to be “non-fungible” tokens
representing a unique Collectible, being non-fungible with other NFTs
(i.e., they have different Collectible Metadata).
- “Collectible” means the association on Ethereum of an NFT with
a Uniform Resource Identifier (“URI”) identifying an appropriately
configured JSON file conforming to the ERC-721 Metadata JSON Schema,
ERC-1155 Metadata URI JSON Schema or a similar JSON schema, as
applicable (such JSON file, the “Collectible ID”).
-
The Collectible ID of a Collectible specifies the properties of
the Collectible, including the name and description of the
Collectible (the “Collectible Descriptors”), a URI identifying
any image file associated with the Collectible (the “Collectible
Image”) and potentially other “metadata” associated with the
Collectible (the Collectible Descriptors, Collectible Image and
such other metadata, collectively, the “Collectible Metadata”).
The Collectible Metadata for Collectibles created through the
Ephimera Platform are typically stored on IPFS. The Collectible
Metadata for Collectibles created outside the Ephimera Platform
may be stored in other ways, depending on how such Collectibles
were created.
-
There can be no guarantee or assurance of the uniqueness,
originality or quality of any Collectible or Collectible
Metadata. In the absence of an express legal agreement between
the creator of a Collectible and purchasers of the Collectible,
there cannot be any guarantee or assurance that the purchase or
holding of the Collectible confers any license to or ownership
of the Collectible Metadata or other intellectual property
associated with the Collectible or any other right or
entitlement, notwithstanding that User may rightfully own or
possess the NFT associated with the Collectible.
- “Tokenize” or “Mint” or “Publish” refers to the
act of creating an NFT by an artist or a gallery on the Ephimera
platform.
- “Ephimera Token” means an NFT created through the Ephimera
platform by a user interacting with a Smart Contract deployed to the
Ethereum blockchain, as opposed to NFTs created through other
platforms.
- “Ether” or “ETH” means the Ethereum Blockchain utility
token that may be used to purchase computational resources to run
decentralized applications or perform actions on the Ethereum
Blockchain.
- “Ethereum Address” means the unique public key cryptocurrency
identifier that points to an Ethereum-compatible wallet to which Ether
may be sent or stored.
- “Ethereum wallet” is a product that allows you to manage your
Ethereum account, like view your account balance, send transactions
and more. MetaMask is an example of an Ethereum wallet provider.
- “Gas” - Some Services involve the use of the Ethereum
Blockchain, which may require that you pay a fee, commonly known as
“Ethereum Gas Charges,” for the computational resources required to
perform a transaction on the Ethereum Blockchain. You acknowledge and
agree that Ephimera has no control over: (a) any Ethereum Blockchain
transactions; (b) the calculation or method of payment of any Ethereum
Gas Charges; or (c) any actual payments of Ethereum Gas Charges.
Accordingly, you must ensure that you have a sufficient balance of
Ether stored at your Ethereum Address to complete any transaction on
the Ethereum Blockchain before initiating such Ethereum Blockchain
transaction.
- “Smart contracts” is a term used to describe computer code that
automatically executes when interacted with and is stored on the
Ethereum blockchain. The code itself is replicated across multiple
nodes of the blockchain and, therefore, benefits from the security,
permanence and immutability that the blockchain offers. That
replication also means that as each new block is added to the
blockchain, the code may be executed. If the parties have indicated,
by initiating a transaction, that certain parameters have been met,
the code will execute the step triggered by those parameters. If no
such transaction has been initiated, the code will not take any steps.
Most smart contracts are written in one of the programming languages
directly suited for such computer programs, such as Solidity. Smart
contracts stored on a blockchain platform are immutable. Once deployed
to the Ethereum blockchain the code contained in the Smart Contract
cannot be changed by any user or node of the blockchain, including the
original deployer. The Ephimera Platform facilitates the creation of
transactions to interact with smart contracts on the Ethereum
blockchain.
a. All transactions on the Ephimera Marketplace (the “Marketplace”),
including transfers, offers, sales, or purchases of Ephimera Tokens
are initiated at the sole discretion of the Users. To initiate a
transaction on the Ephimera Platform, a User must voluntarily invoke
one or more Smart Contract operations from an Ethereum Wallet. The
Smart Contracts are configured to facilitate the execution of a
voluntary User offer, an acceptance of an offer, or other
confirmation to purchase, sell, publish, or transfer an Ephimera
Token. The User agrees to be bound by the outcome of any Smart
Contract operation by invoking, calling, requesting, or otherwise
engaging with the Smart Contract, whether or not the Smart Contract
behaves as the User expects.
- “Bid” is an offer to purchase an NFT on the Ephimera Platform
in Ether. Any registered user on Ephimera may place a bid on any NFT
on the platform. Users may also withdraw bids that have previously
been placed. Placing or withdrawing bids requires performing a
transaction on the Ethereum blockchain. By using the Platform to bid
on an NFT, the User agrees and acknowledges that a bid constitutes a
legally binding offer exclusively between the NFT owner and the
bidding User. In placing a bid the user must send the bid amount to
the smart contract. The seller of the NFT, which may be the original
creator or another collector, will be notified on the Platform of the
bid and may accept or reject it. If the seller rejects the bid the bid
amount is transferred back to the user who placed the bid. If the
seller of the NFT chooses to accept the bid, the bid amount will
automatically be transferred to the seller’s Ethereum address less any
applicable fees (see below).
a. The starting bid amount for every auction is 0.1 ETH. b. If an
NFT has an existing bid, the user must place a bid that is at least
0.01 ETH greater than the previous bid. c. Upon receipt of a
higher bid, all previous bids are returned to the respective users
who placed them. d. Rejecting a bid resets the starting bid amount
to 0.1 ETH.
- “Buy it Now” is a listed price in Ether that the owner of an
NFT can choose to set for an NFT. When a user chooses to buy an NFT at
the Buy it Now price, the user must send the listed amount in Ether,
and they will receive the NFT from the seller automatically. In order
for a seller to set a Buy it Now price, they must perform a
transaction on the Ethereum blockchain.
- “Fees” refers to the amounts deducted from the successful sale
of an NFT. The fee structure depends on whether the NFT is being sold
for the first time in a (from its creator to a collector, i.e. a
“Primary Sale”) or whether the NFT is being sold for the second time,
or any subsequent transaction thereafter (e.g. from a collector to
another collector, i.e. a “Secondary Sale”).
- Primary Sales
i. Platform Fee: Ephimera
collects 10% of the final sale amount.
- Secondary Sales
- Platform Fee: Ephimera collects 5% of the final sale
amount.
- Artist Royalty: Ephimera distributes 10% of the final
sale amount to the creator and their collaborator(s), if
any.
-
Ephimera reserves the right to change the platform fee at a future
date. Ephimera will provide 30 days notice of any change of platform
fee through email communication with users and in these Terms.
- “Whitelist” refers to the list of Ethereum addresses of Artists
and Galleries that have been allowed to tokenize NFTs on the Ephimera
Platform. Artists and Galleries must apply to be whitelisted in order
to publish artwork on the Ephimera Platform (see below).
- “Creator” refers to any user, Artist or Gallery who has been
whitelisted to tokenize NFTs on the Ephimera Platform.
Accessing the Platform
-
In order to access the Ephimera marketplace, the user must first be
using a web browser such as Google Chrome, Mozilla Firefox or Brave.
The user must also install the MetaMask browser extension. MetaMask is
an Ethereum wallet, a product for managing the Ethereum wallet of a
user and allows the user to store non-fungible tokens and engage in
transactions using the native currency of the Ethereum blockchain,
Ether (“ETH”). Ephimera will only recognize you as a user, and you
will only be able to interact with Ephimera, if your Ethereum
electronic wallet is connected and unlocked through your MetaMask
account. There is no other way to sign up as a User, or to interact
directly with the Platform.
-
ALL TRANSACTIONS INITIATED THROUGH OUR SITE ARE FACILITATED AND RUN BY
METAMASK. THE USER ACKNOWLEDGES THAT WHILE USING THE METAMASK PRODUCT
THEIR ACTIONS ARE ALSO GOVERNED BY THE TERMS OF USE
(https://metamask.io/terms.html)
AND PRIVACY POLICY
(https://metamask.io/privacy.html)
OF THE METAMASK PLATFORM. EPHIMERA DOES NOT HAVE ANY OWNERSHIP OF,
ECONOMIC INTEREST IN OR CONTROL OVER THE METAMASK PRODUCT.
Ephimera is Non-Custodial
-
The Smart Contracts and the Site facilitate users collection of
non-fungible tokens representing digital art on the Ethereum
blockchain, but Ephimera and its affiliates, the Platform, and the
Smart Contracts are not the custodians of any User-owned non- fungible
tokens. The User understands and acknowledges that the Smart Contracts
do not give Ephimera custody, possession, or control of any
non-fungible token or cryptocurrency at any time for the purpose of
facilitating transactions on the Ephimera platform. The Ephimera
Platform facilitates interaction with the Smart Contracts, but cannot
control the actions taken by the Smart Contract once a transaction has
been sent. You affirm that you are aware and acknowledge that Ephimera
is a non- custodial service provider and has designed this Platform to
be directly accessible by the Users without any involvement or actions
taken by Ephimera or any third-party.
Ephimera Artists
-
Only Artists invited and approved by Ephimera are able to use the
platform to publish Ephimera Tokens on the Ethereum blockchain.
Artwork published on the Ethereum blockchain and sold on the Ephimera
Marketplace includes, but is not limited to: visual works, audiovisual
works, animations, audio, photographs, 3D works, GIFS, and other
creative digital works.
-
Artists seeking an invitation to create and list works for sale on the
Ephimera platform must submit a request for approval. Ephimera has
unilateral discretion in granting approval to artists to use the
Ephimera platform and makes no guarantees or promises that any Artists
will be approved, even if the Artist was invited by a member of the
Ephimera Team, a Gallery or its partners to submit the request.
-
The Ephimera Team makes their decision on which Artists will be
whitelisted based on a number of factors that may include, but are not
limited to, the style of art of the Artist, their portfolio, their
exhibition history, if any, their social media presence, etc. We use a
proprietary evaluation framework to select the Artists we feel are
best suited to our platform.
-
Artists that are approved by Ephimera are added to a “whitelist” and
granted permission to publish Ephimera Tokens on the Ethereum
blockchain using one or more of our Smart Contracts. To create an
Ephimera Token, approved Artists must upload an original Artwork,
provide a title and description for the artwork, information about the
artwork, and agree to these Terms and Conditions, after which they
shall perform a transaction with an Ephimera smart contract that will
create an NFT on the Ephimera Platform. Upon creation of an NFT, the
Artist has sole possession of said NFT.
-
Failure to abide by these Terms may result in revoking the Artist’s
permissions to the Ephimera Platform. Ephimera has the unilateral
authority and discretion to remove, suspend, or revoke Artists’ access
to the Ephimera Platforms. Upon suspension, Artists will no longer
have the ability to create new NFTs, however they will still be able
to accept bids on previously created NFTs they still own.
Ephimera Galleries
-
Galleries are special users who have the ability to tokenize NFTs on
behalf of an approved list of artists. When tokenizing an NFT the
Gallery must indicate one or more Artist(s) from their approved list
of artists. On the page displaying the NFT the Artist(s) will have the
words “Managed by:” and the name of the Gallery that tokenized the
artwork. Galleries bring curatorial skills to the Ephimera Platform,
and provenance to the Artist(s) they work with.
-
Only Galleries invited and approved by Ephimera are able to use the
platform to publish Ephimera Tokens on the Ethereum blockchain on
behalf of their represented Artists. Artwork published on the Ethereum
blockchain and sold on the Ephimera Marketplace includes, but is not
limited to: visual works, audiovisual works, animations, audio,
photographs, 3D works, GIFS, and other creative digital works.
-
Galleries seeking an invitation to create and list works for sale on
the Ephimera platform on behalf of their represented Artists must
submit a request for approval. Ephimera has unilateral discretion in
granting approval to Galleries to use the Ephimera platform and makes
no guarantees or promises that any Galleries will be approved, even if
the Gallery was invited by a member of the Ephimera Team or its
partners to submit the request.
-
Galleries do not need to have physical locations. They do not need to
be companies, or established organizations. The Ephimera Team makes
their decision on which Galleries will be whitelisted based on a
proprietary evaluation framework that takes into account a number of
factors that may include, but are not limited to, their experience
working with the Ethereum blockchain, the curatorial style of the
Gallery, the Artists they have worked with in the past, the Artists
they intend to represent on Ephimera, their exhibition history, their
social media presence, etc.
-
Once accepted on the Platform, the Gallery should submit any Artist(s)
that are not already whitelisted on Ephimera to the Ephimera team for
consideration. In order to consider associating an Artist with a
Gallery, the Ephimera team will request proof that the Artist has
agreed to allow the Gallery to tokenize artwork on their behalf. The
Ephimera team doesn’t require details of the relationship between the
two parties. The Ephimera team will attempt to accommodate whatever
means the Gallery chooses to prove the existence of a relationship
allowing for the Gallery to tokenize on behalf of the Artist. However,
Ephimera reserves the right to deny a Gallery the ability to tokenize
on behalf of other artists if we feel the nature of the relationship
has been misrepresented or fraudulent.
-
The process for whitelisting Artist(s) associated with Galleries is
the same process as explained above in “Ephimera Artists”.
-
Any Gallery found to be in breach of these terms will have their
ability to tokenize NFTs on the Ephimera platform revoked. However,
they will still be able to accept and reject bids on artwork that has
already been tokenized.
Collaborators
-
Ephimera Token creators (Artists and Galleries) have the option of
indicating one or more collaborators at the time of creation of an
Ephimera token. Collaborators are referenced by their Ethereum
address. Ephimera Artists have no restrictions on who may be added as
a collaborator. Ephimera Galleries may only add Gallery Represented
Artists as collaborators. Collaborators are assigned on a per Ephimera
Token basis. If a collaborator is set, they must also set the
percentage of collaboration of their collaborators. For example,
Artist 1 may add Artist 2 and Artist 3 as collaborators, with a
collaboration percentage of 30% and 20% respectively. In this case,
the funds received by the Artist and their collaborators would be
split as follows: 50% for Artist 1, 30% by Artist 2, 20% by Artist 3.
-
Artists must only add collaborators to an NFT with whom they have
actually collaborated. Any Artist found to be misrepresenting their
relationship with another artist by indicating a collaboration where
none exists will be in breach of these Terms may have their ability to
tokenize on the Ephimera Platform revoked and the NFT in question
removed from display on Ephimera.
-
ONCE AN EPHIMERA TOKEN HAS BEEN PUBLISHED ON THE ETHEREUM BLOCKCHAIN
THE NUMBER OF COLLABORATORS AND THEIR PERCENTAGES OF COLLABORATION
CANNOT BE CHANGED. EPHIMERA WILL NOT BE HELD LIABLE FOR MISTAKES MADE
WHEN INPUTTING INDICATED COLLABORATORS OR THEIR PERCENTAGES OF
COLLABORATION.
Creators Indemnify and Releases Ephimera
-
Creators hereby agree to indemnify Ephimera and be held liable for any
claim against Ephimera arising out of the Creator’s breach of these
Terms. Creators hereby release and forever discharge Ephimera from any
damages or causes of action resulting from a sale of any of the
Creator’s listed Ephimera Items occurring after the Creator’s breach
of these Terms.
Ephimera Token Ownership
-
Buying an Ephimera Token and its associated artwork on the Ephimera
Platform is analogous to buying an original painting or print from an
artist. It does not transfer the Artist’s copyright to the Collector.
The Collector obtains ownership, they acquire the right to display and
resell the digital art to another collector if they wish either on or
off the Platform. However, the Artist does not give up copyright,
meaning the Collector cannot prevent an Artist from using it for
further commercial work, and the purchase of an Ephimera Token does
not grant the Collector any right to use the associated digital
artworks for commercial purposes.
Users Agree to the Automated Collection and Disbursement of Fees by
the Smart Contracts
-
The User agrees and understands that all fees, commissions, and
royalties are transferred, processed, or initiated directly through
one or more of the Ephimera Smart Contracts on the Ethereum blockchain
network. By transacting on the platform and by using the Smart
Contracts, the User hereby acknowledges, consents to, and accepts all
automated fees, commissions, and royalties for the sale of Items on
the Ephimera Platform. The User hereby consents to and agrees to be
bound by the Smart Contracts’ execution and distribution of the fees,
commissions, and royalties. Users hereby waive any entitlement to
royalties or fees paid to another by operation of the Smart Contracts.
Copyright Claims
-
The Artist and all Users irrevocably release, acquit, and discharge
Ephimera and its subsidiaries, affiliates, officers, and successors of
any liability for direct or indirect copyright or trademark
infringement for Ephimera’s use of a Work in accordance with these
Terms, including without limitation, Ephimera’s solicitation,
encouragement, or request for Users or third parties to host the Work
for the purpose of operating a distributed database and Ephimera’s
deployment or distribution of a reward, a token, or other digital
asset to Users or third parties for hosting Works on a distributed
database with the exception of any blatant breach of the copyright or
trademark of an Artist’s works by Ephimera other than through
incidental use or copying for the purposes of using the Platform.
-
All parties must agree that the copyright of any digital artwork is
owned by the Artist at all times and that Ephimera will respect the
copyright and rights of the Artist and will not infringe their rights
except as otherwise explicitly agreed to in this Agreement.
Creator Grants Ephimera a License to All Minted Works
-
The Creator hereby acknowledges, understands, and agrees that Minting
a Work on the Platform constitutes an express and affirmative grant to
Ephimera, 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 Work on any
media whether now known or later discovered for the broad purpose of
operating, promoting, sharing, developing, marketing, and advertising
the Platform, the Site, the Marketplace, or any other purpose related
to the Ephimera Platform or business, including without limitation,
the express right to: (i) display or perform the Work on the Site, 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 works based on the Work, including
without limitation, compilations, collective works, and anthologies;
(iii) indexing the Work in electronic databases, indexes, catalogues,
the Smart Contracts, or ledgers; and (iv) hosting, storing,
distributing, and reproducing one or more copies of the Work within a
distributed file keeping system, node cluster, or other database
(e.g., IPFS) or causing, directing, or soliciting others to do so.
Off Market Transactions
-
Ephimera does not generally collect any fees, commissions, or
royalties for transactions occurring outside of the Ephimera
Marketplace and not involving the Ephimera Smart Contracts. To support
the Ephimera Artists and the Platform, we encourage Collectors to list
Items for sale on the Ephimera Marketplace, however due to the nature
of the Ethereum blockchain network Collectors are permitted to sell or
transfer their Items on third party exchanges marketplace . The Artist
and all other Users hereby waive any entitlement to royalties or fees
for off market transactions.
Assumption of Risk
- You accept and acknowledge each of the following:
-
The prices of blockchain assets are extremely volatile. Fluctuations
in the price of other digital assets could materially and adversely
affect the value of your Ephimera Tokens, which may also be subject to
significant price volatility. We cannot guarantee that any purchasers
of Ephimera Tokens will not lose money. You also acknowledge that the
cost of transacting on such technologies is variable and may increase
at any time causing impact to any activities taking place on the
Ethereum blockchain. You acknowledge these risks and represent that
Ephimera cannot be held liable for such fluctuations or increased
costs.
-
You are solely responsible for determining what, if any, taxes apply
to your Ephimera token transactions. Ephimera is not responsible for
determining the taxes that apply to Ephimera token transactions.
-
The Ephimera platform does not store, send, or receive Ephimera
Tokens. This is because Ephimera Tokens exist only by virtue of the
ownership record maintained on the platform’s supporting blockchain in
the Ethereum network. Any transfer of Ephimera Tokens occurs within
the supporting blockchain in the Ethereum network, and not on the
platform.
-
There are risks associated with using an Internet-based currency,
including, but not limited to, the risk of hardware, software and
Internet connections, the risk of malicious software introduction, and
the risk that third parties may obtain unauthorized access to
information stored within your wallet. You accept and acknowledge that
Ephimera will not be responsible for any communication failures,
disruptions, errors, distortions or delays you may experience when
using the Ethereum network, however caused.
-
A lack of use or public interest in the creation and development of
distributed ecosystems could negatively impact the development of the
Ephimera ecosystem, and therefore the potential utility or value of
Ephimera Items.
-
The Ephimera Platform, ETH and digital assets could be impacted by one
or more regulatory inquiries or regulatory action, which could impede
or limit the ability of Ephimera to continue to develop, or which
could impede or limit your ability to access or use the Platform or
Ethereum blockchain, including to your digital assets or other funds,
and new regulations or policies may materially adversely affect the
development of the Ephimera ecosystem, and therefore the potential
utility or value of Ephimera.
User Conduct
-
You agree that you are responsible for your actions while accessing or
using the Ephimera Platform, and for any consequences thereof. You and
Ephimera both agree to use the Ephimera Platform only for purposes
that are in accordance with these Terms and any applicable laws or
regulations. The parties, including Ephemera, agree that they will not
and will not allow any third party to:
-
send, upload, distribute or disseminate any unlawful,
defamatory, harassing, abusive, fraudulent, obscene, or
otherwise objectionable content;
-
undertake any unlawful activity which would violate, or assist
in violation of, any law, statute, ordinance, or regulation,
sanctions program administered in any relevant country, in any
involve proceeds of any unlawful activity;
-
distribute viruses, worms, defects, Trojan horses, corrupted
files, hoaxes, or any other items of a destructive or deceptive
nature;
-
impersonate another person (via the use of an email address or
otherwise);
-
upload, post, transmit or otherwise make available through the
Ephimera Platform any content that infringes the intellectual
proprietary rights of any party;
-
operate to defraud Ephimera, other users, or any other person or
provide false, inaccurate or misleading information;
-
use the Platform to violate the legal rights (such as rights of
privacy and publicity) of others;
-
engage in, promote, or encourage illegal activity (including,
without limitation, terrorism, tax evasion or money laundering);
-
interfere with another individual’s or entity’s access to or use
of the Ephimera Platform; defame, abuse, extort, harass, stalk,
threaten or otherwise violate or infringe the legal rights (such
as, but not limited to, rights or privacy, publicity and
intellectual property) of others; incite, threaten, facilitate,
promote, or encourage hate, racial intolerance or violent acts
against others; harvest or otherwise collect information from
the Ephimera Platform about others, including without limitation
email addresses, without proper consent;
-
exploit the Ephimera Platform for any unauthorized commercial
purpose;
-
modify, adapt, translate, or reverse engineer any portion of the
Ephimera Platform;
-
remove any copyright, trademark or other proprietary rights
notices contained in or on the Ephimera Platform or any part of
it;
- reformat or frame any portion of the Ephimera Platform;
-
display any content on the Ephimera Platform that contains any
hate-related or violent content or contains any other material,
products or services that violate or encourage conduct that
would violate any criminal laws, any other applicable laws, or
any third party rights;
-
use any robot, spider, site search/retrieval application, or
other device to retrieve or index any portion of the Ephimera
Platform or the content posted on the Ephimera Platform, or to
collect information about its users for any unauthorized
purpose;
-
create user accounts by automated means or under false or
fraudulent pretenses; or
-
access or use the Ephimera Platform for the purpose of creating
a product or service that is competitive with any of our
products or services.
External Sites
-
The Ephimera Platform may include hyperlinks to other websites or
resources (collectively, “External Sites”), which are provided solely
as a convenience to our users. We have no control over any External
Sites. You acknowledge and agree that we are not responsible for the
availability of any External Sites, and that we do not endorse any
advertising, products or other materials on or made available from any
External Sites. Furthermore, you acknowledge and agree that we are not
liable for any loss or damage which may be incurred as a result of
accessing External sites, the availability or unavailability of the
External Sites, or as a result of any reliance placed by you upon the
completeness, accuracy or existence of any advertising, products or
other materials on, or made available from, any External Sites.
Age of Majority
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You affirm that you are over the age of 18, as the marketplace is not
intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE
AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT
JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW
THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU
AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU
AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON
YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR
THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL
RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL
FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
Changes to the Terms and Conditions
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We may make changes to the Terms and Conditions (collectively, the
“Terms”) from time to time. When we make changes, we will make the
updated Terms available on the Ephimera Platform and update the “Last
Updated” date at the beginning of these Terms accordingly. Please
check these Terms periodically for changes. Any changes to the Terms
will apply on the date that they are made, and your continued access
to or use of the Ephimera Platform after the Terms have been updated
will constitute your binding acceptance of the updates. If you do not
agree to any revised Terms, you may not access or use the Ephimera
Platform.