Terms of Service
1. Introduction
These Terms and Conditions (referred to as the “Terms”) represent a legally binding agreement between you (“User,” “you,” or “your”) and Phygitals LTD., governing your use of the services provided by Phygitals (the “Service”). Certain aspects or elements of the Service, such as any Phygitals Assets or profiles hosted on external platforms (including but not limited to Instagram, Twitter, Discord), may have additional or separate terms that apply. If there are any inconsistencies between these Terms and those additional terms, the supplementary terms will take precedence with respect to those specific services.
By accessing our website (phygitals.io) and using the Service, including participating in any transactions, engaging in the purchase or sale of assets, or interacting with any digital assets or collectibles, you confirm that you have read, understood, and agree to abide by these Terms. If you do not agree to these Terms, you must refrain from using the Service or engaging with any Phygitals offerings, including buying, selling, or interacting with Phygitals Assets.
Phygitals operates a marketplace where sellers list assets for sale and buyers can offer to purchase those assets. You acknowledge that except in cases where Phygitals itself is the seller, we are not responsible or liable for any disputes arising between you and any seller regarding the use, sale, or failure to provide any assets.
Please carefully review Section 22 of this Agreement as it includes an Arbitration Agreement that will generally require you to resolve disputes with Phygitals through binding arbitration. By agreeing to these Terms, you acknowledge that you waive your right to a jury trial and agree to individual arbitration for resolving disputes.
Please also note that, by using the Service, you consent to receiving communications from us regarding important updates or changes to your account or the Service. You may opt-out of certain communication types, such as marketing communications, as outlined in the preferences section of the Service.
Phygitals reserves the right to modify or update these Terms at any time, and you agree that any such changes will be effective once they are posted. We will notify you of any substantial changes through appropriate means, such as email or notice through the Service. By continuing to use the Service after such updates, you agree to accept the modified Terms. If you disagree with any changes, you may choose to discontinue use of the Service.
2. Our Service
Phygitals provides a marketplace where users can buy and sell “Digital Twins” of physical Pokémon cards. These Digital Twins represent specific individual assets as listed by the seller (“Seller”), who retains ownership of the physical card until it is sold. When a Seller offers an Asset for sale, they list a Digital Twin corresponding to that physical card. Ownership of the physical Asset is transferred from the Seller to the Buyer (“Buyer”) when the Digital Twin is purchased.
Before the Digital Twin is available for sale, Sellers must deliver the corresponding physical card to Phygitals for secure storage as part of Phygitals’ Asset Management Services. Upon purchasing a Digital Twin, the Buyer assumes the Seller’s rights and responsibilities under the Asset Management Services agreement. Buyers may either continue utilizing the Asset Management Services for their Digital Twin, offer the Digital Twin for resale, or submit a redemption request to receive the physical Asset through the process outlined in this Agreement.
Phygitals is not the Seller of any Asset listed for sale, except where explicitly stated. While we may assist in resolving disputes between buyers and sellers, we do not control or guarantee the accuracy of the listings, the Sellers’ ability to fulfill their offers, or the completion of any transaction. Pricing and other guidance provided on our platform are for informational purposes only. We do not guarantee the success or completion of any transactions. We recommend users exercise caution and common sense when engaging with other users, both online and offline, to protect their personal safety.
To use certain features of the Service, such as purchasing Digital Twins, users must have a software-based digital wallet connected to their account. Phygitals automatically generates wallets for users, so there is no need for users to manually create one. Transactions, including the purchase, sale, or transfer of Digital Twins, are conducted through third-party wallet extensions. By using our Service, you agree that these transactions are governed by the terms of service and privacy policies of the applicable wallet extensions.
Phygitals does not own or operate any blockchain or wallet. We do not store or have access to any user’s private keys, passwords, wallets, or other sensitive information. All transactions are processed on the blockchain, and Phygitals is not responsible for performing transactions on behalf of users. Certain information, such as wallet addresses and transaction details, may be publicly visible on the respective blockchain.
3. Purchase and Sales of Phygitals Assets
Pricing and payment details for Phygitals Digital Twins will always be disclosed at the time of purchase or otherwise made available through the Service. Once a transaction is initiated, the payment terms are final and binding. The currency used for payment is fixed at the time of purchase and cannot be substituted by another form of digital or traditional currency. Please note that fluctuations in the value of digital or fiat currencies will not alter your payment obligations.
Phygitals does not guarantee the availability of any Digital Twin for purchase at any given moment.
When you purchase a Digital Twin on our Website from an Initial Seller, such Digital Twin is minted directly into the Wallet through which you connected to the Website and initiated payment. When you purchase a Digital Twin from any then-current Seller after the Initial Seller, such Digital Twin transferred directly from the Seller to you. Except where Phygitals is the Buyer or Seller of a Digital Twin, Phygitals does not hold custody of, nor take ownership or possession of, any Digital Twin. Digital Twins can be transferred between Wallets on the Solana network.
It is your responsibility to ensure your wallet contains sufficient funds to cover the full price of the Digital Twin, including any associated costs such as transaction fees charged by third-party processors, applicable taxes, and any blockchain transaction validation fees. Phygitals does not control these fees and has no authority over charges related to blockchain transactions.
All payments processed through our website are handled on the blockchain. Phygitals does not have control over, and cannot reverse, any payments or transactions initiated by users through their wallets. We may update or introduce new payment processing services at any time, which may be subject to additional terms and conditions. The acceptance of any form of payment is entirely at Phygitals’ discretion and may be adjusted at any time. You acknowledge that Phygitals is not liable for any issues related to failed payments, including those resulting from errors in processing, blockchain issues, or other disruptions. It remains your responsibility to verify that your payment for a Digital Twin has been successfully completed.
In case you face any issues with your purchase, please reach out to us. We will strive to resolve your concerns based on our current procedures. You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any tax or other governmental authority associated with your use of our Website or transactions of any Phygitals Digital Twin (collectively, the “Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign, or other), including value-added taxes and other similar amounts as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign, or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments made pursuant to this Agreement.
By acquiring a Digital Twin, you confirm that you have reviewed and understood the terms and conditions that apply to the transaction, including the relevant fees (such as the Phygitals Fee, which may apply based on the third-party platform facilitating the sale). You also agree that you will bind any future purchaser of the Digital Twin to these terms.
When you list an Asset or Digital Twin on Phygitals, you appoint us as your limited payment agent for the sole purpose of processing and holding payments due to you from sales of your Digital Twin. Phygitals will facilitate payments and settle any amounts to you, minus our fees and applicable taxes. Once payment is received by Phygitals on your behalf, it will fulfill the payer’s obligation, even if the payment is not immediately transferred to you. If Phygitals fails to transfer the payment, your recourse will be solely against Phygitals, not the payer, as the payment will be considered made when Phygitals accepts it.
4. Initial Seller Agreement
By listing an Asset for sale on Phygitals, the Seller affirms that they: (i) possess full ownership of the Asset; (ii) have the necessary rights to sell the Asset and to create a Digital Twin linked to it; (iii) will not list the Asset for sale on any other marketplace as long as the corresponding Digital Twin is available on Phygitals; and (iv) that the Asset adheres to our current Listing Guidelines.
Before the first sale of a Digital Twin, the Seller agrees to send the corresponding Asset to Phygitals for secure storage as part of our Asset Management Services. The Seller remains fully responsible for any damage or loss of the Asset until Phygitals confirms its receipt. The Seller will earn a share of the revenue generated from Phygitals’ management of their Asset (referred to as the “Seller Revenue Share”). This share is calculated as the total amount received by Phygitals from the management of the Asset, minus any agreed-upon fees.
Phygitals is not responsible for any errors or issues related to the wallet address or payment details provided by the Seller. We reserve the right, but are not obligated, to verify the authenticity and condition of each Asset. If an Asset does not meet the standards described by the Seller or our guidelines, it will be returned to the Seller at their cost. In cases where a Digital Twin is sold, but the Asset does not meet our standards, we may cancel or refund the transaction as per our policies.
Sellers are solely responsible for providing support to Buyers regarding any Assets listed on Phygitals. While we may offer technical assistance at our discretion, there is no obligation for us to do so.
If a dispute arises between a Seller and any third party, including Buyers or payment providers, Phygitals will not become involved. The Seller is entirely responsible for resolving such disputes. Phygitals reserves the right to remove any Seller from the platform and revoke their ability to list Assets if we reasonably believe they have violated this Agreement or if we choose to discontinue the service.
5. Asset Management Services
Phygitals reserves the right to remove Sellers from the platform and revoke their ability to list Assets if we believe they have violated the terms of this Agreement or if we decide to discontinue the service.
Our Asset Management Services involve receiving, securely storing, and managing Assets on behalf of the current owner of the associated Digital Twin. These services include listing and relisting Assets as Digital Twins, and facilitating the transfer of Assets to the Owner upon their request for redemption.
Each purchase of a Digital Twin includes a fee for Asset Management Services (the “Phygitals Fee”). This fee is a percentage of the total purchase price and is automatically deducted from the amount paid by the Buyer, with the remaining balance being transferred to the Seller. The Phygitals Fee will be used to cover the cost of storing, securing, and facilitating the services related to the Assets.
Once an Asset is delivered to us by the Seller, it is stored securely and remains under Phygitals’ control until it is redeemed by the Owner. We take all reasonable measures to maintain the integrity of each Asset, including working with trusted storage and shipping partners. Furthermore, we insure each Asset while it is under our control, with coverage equal to its fair market value. However, Phygitals will not be held liable for any loss, damage, or destruction of the Asset unless such loss is the result of Phygitals’ gross negligence or intentional misconduct.
Upon selling a Digital Twin, the Seller affirms that all liabilities tied to the Asset and its management have been resolved and that they transfer the responsibilities for the Asset Management Services to the Buyer. This transfer is formalized through an “Assumed Contract” between Phygitals and the Buyer. The Assumed Contract does not include any previous Seller Revenue Share, which remains an agreement between Phygitals and the original Seller. Once the Phygitals Fee is received from the Buyer, the Seller is released from any obligations related to the Assumed Contract.
When purchasing a Digital Twin, the Buyer acknowledges that they assume all responsibilities under the Assumed Contract. This includes being bound by the terms and conditions associated with the management of the Asset. If the Buyer wishes to terminate the Assumed Contract, they can either resell the Digital Twin, transferring the contract to the new Buyer, or redeem the Digital Twin for the physical Asset.
Upon the request for redemption, Phygitals reserves the right to verify the Buyer’s identity, ownership of the Digital Twin, and compliance with the Agreement. Once verification is complete, the physical Asset will be shipped to the Buyer, and the corresponding Digital Twin will be burned to signify the redemption process.
Please note, the redemption of a Digital Twin may incur additional fees, such as Taxes, shipping, and handling charges, which are determined at our discretion and are subject to change.
6.Third-Party Purchase Service
Phygitals offers users the opportunity to purchase Digital Twins through third-party sellers, known as the “Third-Party Purchase Service.” This service allows third-party sellers (“Offerors”) to list their original Digital Twins (“Offeror Digital Twins”) for sale. Phygitals is not the seller or creator of any Offeror Digital Twins, nor do we own any physical assets or artwork associated with these items (collectively referred to as “Offeror Materials”). While Phygitals may choose to verify the authenticity of the Offeror Materials, we are not obligated to do so and make no guarantees regarding their legitimacy. It is your responsibility to independently verify the authenticity, identity, and legitimacy of any Offeror Materials before making a purchase.
When you engage in a Third-Party Purchase, the transaction is strictly between you and the Offeror. Phygitals only acts as an intermediary to facilitate the transaction but does not transfer ownership of any Offeror Digital Twin from the Offeror to you. Phygitals is not a party to the purchase agreement and assumes no responsibility for it.
Please note that Phygitals is not involved in any returns or refunds for purchases made via the Third-Party Purchase Service. Any issues regarding your purchase, including returns or disputes, must be handled directly with the Offeror.
7. Secondary Marketplace Sales of Phygitals Digital Twins
You may be able to sell, trade, or transfer your Phygitals Digital Twins (which may also be referred to as NFTs) on compatible third-party platforms, exchanges, or secondary marketplaces where users can engage in buying, selling, or bidding on NFTs (“Secondary Marketplaces”). Please note that each Secondary Marketplace operates according to its own terms and conditions, and Phygitals Digital Twins may not be supported or available on all platforms. We do not guarantee the availability, compatibility, or functionality of any Secondary Marketplace.
By participating in a Secondary Sale, you acknowledge and agree that Phygitals is not involved in the transaction, nor is it a party to any agreements made between you and the Buyer or Seller of the Digital Twin. Phygitals is not liable for any issues, losses, or damages incurred as a result of transactions conducted on Secondary Marketplaces.
Additionally, any Secondary Sale of a Phygitals Digital Twin will be subject to a Phygitals Fee. This fee may be automatically deducted from the final payment made by the Buyer to the Seller. The Phygitals Fee will be applied to the total sale price of the Digital Twin.
8. User Agreements, Representations, and Warranties
To use the Service, you must be at least eighteen (18) years old or otherwise legally capable of forming a binding contract in your jurisdiction. By accessing and using the Service, you agree to:
Provide accurate, current, and complete information about yourself as requested.
Promptly update such information as necessary to ensure it remains accurate and complete.
Maintain the security of your Wallet and accept all risks associated with unauthorized access.
Notify Phygitals immediately if you suspect any security breaches related to your use of the Service or your Wallet.
You are prohibited from buying, selling, renting, or leasing access to the Service without our express written consent. Additionally, you may not access or attempt to access the Service through unauthorized third-party applications or clients.
Phygitals may require you to provide additional information or documents as needed to comply with applicable laws, regulations, or policies, including but not limited to those related to anti-money laundering or counterterrorism financing. If Phygitals suspects that your Wallet or access to the Service is being used for illegal activities or if you have provided false information, we may pause or cancel your transactions until the necessary information is reviewed and accepted. Failure to provide complete and accurate information may result in denial of access to the Service or certain features, including the receipt of Phygitals Digital Twins, content, products, or services.
By using the Service, you represent and warrant to Phygitals, its affiliates, and their respective representatives as follows:
1. Authority: You have the legal capacity, power, and authority to enter into and fulfill your obligations under this Agreement, including the minting, selling, or buying of any Phygitals Digital Twins.
2. Due Execution: This Agreement constitutes a legal, valid, and binding obligation, enforceable against you according to its terms.
3. Accuracy of Information: All information provided to Phygitals or its third-party designees, including your address and tax ID number, is accurate and complete.
4. Sanctions Compliance: You are not, and will not authorize, enable, or permit any use of the Service by anyone who is:
In or under the control of a jurisdiction subject to U.S. trade embargoes;
Identified on any U.S. export or sanctions-related restricted party list.
5. Non-Contravention: This Agreement does not conflict with or violate any other agreements or legal obligations you may have. Your participation in the Service and the minting, listing, buying, or selling of any Phygitals Digital Twins does not breach any laws or agreements applicable to you.
6. Independent Judgment: You are knowledgeable and experienced in the minting or purchasing of non-fungible tokens and other digital assets. You have conducted an independent evaluation of the Service, including understanding the legal uncertainties related to blockchain technologies, and have made an informed decision to engage with the Service without relying on any statements or representations by Phygitals.
7. Legal Compliance: You have not violated any laws related to blockchain technologies, and no legal proceedings are pending or threatened against you regarding your activities with digital assets or blockchain technologies.
Physical Asset Return Process in Case of Insolvency or Bankruptcy
If Phygitals faces insolvency, bankruptcy, or ceases operations, we have established procedures to return physical assets entrusted to us. Users are responsible for covering shipping and associated taxes. The return process must be initiated within three months of such events. Phygitals will provide detailed instructions for reclaiming assets, though no monetary reimbursement will be offered beyond facilitating the return.
Claw Machine & Limited Drops
Random Card Purchase: Users can purchase a Mystery Pack at a fixed price, containing a randomly selected card. The card received is determined at random and cannot be pre-selected by the user.
Pack Opening and Auto-Reveal: Mystery Packs may have specific rules for opening, including an auto-reveal feature that activates after a set period. Once the reveal period ends, the pack will be automatically opened on behalf of the user.
Buyback Offer: After purchasing a card through the Claw Machine or Limited Drop, users may receive a buyback offer from Phygitals. The buyback offer will be set at a percentage of the card’s fair market value, which Phygitals determines at its sole discretion.
Fair Market Value: The fair market value is determined by Phygitals at its discretion and is final and non-negotiable.
No Guarantees: Phygitals does not guarantee the specific card you will receive, its fair market value, or the availability or timing of any buyback offer. All sales are final.
9. Consent to Electronic Communication
By contacting Phygitals via email, social media, or using our services, you agree to receive electronic communications from Phygitals. These communications may include important updates related to your use of the Service, such as transaction confirmations, product updates, and other relevant notices. You acknowledge that all such communications, including agreements and disclosures, will satisfy any legal requirements that communications be in writing.
It is your responsibility to keep a copy of any communication from Phygitals for your records. You can save or print copies of these communications for future reference. Please note, Phygitals is not required to store or provide access to these communications once they have been sent.
10. Ownership
Unless expressly stated otherwise, the Service and all content and materials within it, including, but not limited to, the Phygitals logo, designs, text, graphics, images, data, software, sound files, and their arrangement and presentation (collectively referred to as “Content”), are the exclusive property of Phygitals or its affiliates or licensors.
The Phygitals logo and any associated product names, logos, or slogans featured on the Service are trademarks of Phygitals or its affiliates and cannot be copied, imitated, or used, in whole or in part, without our prior written consent. You may not use “Phygitals” or any other trademarks, product or service names of Phygitals or its affiliates as metatags, hidden text, or for any other purpose without written permission. All other trademarks, service marks, and names mentioned in the Service are the property of their respective owners and are not to be copied or used without permission from the respective trademark holders. References to third-party products or services on the Service do not imply endorsement or recommendation by Phygitals.
By submitting any ideas, suggestions, documents, or proposals to Phygitals (collectively referred to as “Feedback”), you do so at your own risk and Phygitals assumes no responsibility or confidentiality obligation with regard to such Feedback. You affirm that you hold the necessary rights to submit this Feedback. By providing Feedback, you grant Phygitals a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, display, distribute, adapt, modify, create derivative works from, and otherwise exploit the Feedback in connection with the operation of the Service and other Phygitals products and services.
11.License to Use the Service and Content
Phygitals grants you a non-exclusive, revocable, and non-transferable license to access and use the Service and its Content solely for personal, non-commercial purposes, and strictly in accordance with this Agreement. This license does not grant you the right to:
Sell, resell, or otherwise commercially exploit the Service or its Content;
Distribute, publicly perform, or publicly display any Content, except as expressly authorized by us;
Modify or create derivative works from the Service or its Content, unless explicitly allowed;
Use any automated data mining tools, bots, or other methods for gathering data from the Service;
Download (except for caching purposes) any portion of the Service or Content, unless permitted by us;
Use the Service or Content in ways that exceed their intended purposes.
This license is contingent upon your compliance with our Acceptable Use Policy.
Phygitals grants you a limited, non-exclusive, non-transferable right to create a text hyperlink to the Service, provided the link does not misrepresent Phygitals or its affiliates in any way, and does not involve any inappropriate or illegal content on the linking site. We reserve the right to revoke this right at any time. Any use of Phygitals’ trademarks, logos, or other proprietary elements for linking purposes requires prior written approval.
Phygitals retains the right to modify or discontinue any part of the Service at any time, including but not limited to:
Altering the technology underlying the platform,
Removing or deactivating any Content deemed abandoned or inappropriate,
Reclaiming any Digital Twins (previously referred to as NFTs) that Phygitals deems abandoned or improperly acquired.
As a result, certain features, Content, or access to the Service may become unavailable, and you may lose access to some data or assets within the platform.
12. User Content
Users have the ability to create and share content through the Service, including, but not limited to, content related to listing Digital Twins or engaging with Phygitals’ social media channels (“User Content”). By submitting any User Content through the Service, you grant Phygitals a fully paid, royalty-free, worldwide, non-exclusive license to use, sublicense, distribute, reproduce, modify, adapt, display, and create derivative works from your User Content, in whole or in part. This license is granted for purposes including but not limited to (i) the operation of the Service, such as making your User Content accessible to other Users based on your Service settings, (ii) improving and enhancing the Service, and (iii) promoting Phygitals and its services. Additionally, you grant other Users of the Service a non-exclusive license to view, use, reproduce, distribute, display, and perform your User Content, subject to the features and functions of the Service.
You are solely responsible for the content you submit. By submitting User Content, you represent and warrant that you possess all the necessary rights, licenses, consents, and permissions to grant Phygitals the rights described above. You also agree not to upload, share, or distribute any material that infringes on the intellectual property or proprietary rights of others, unless you have the required permissions or are otherwise authorized to do so. Phygitals is not liable for any User Content submitted by you or other Users, but reserves the right to remove or restrict any content that violates this Agreement.
13. Third-Party Services; Third-Party Terms
The Service may include links or access to third-party websites, services, or applications (collectively referred to as “Third-Party Services”). When you interact with these links or access a Third-Party Service, such as external tools or platforms, you will be subject to the terms and conditions, including privacy policies, of the respective third-party provider. Phygitals does not control or manage these Third-Party Services and is not responsible for their content, functionality, or operation.
Links to Third-Party Services are provided solely for your convenience, and we do not review, monitor, approve, or endorse any such services or the products they offer. Use of these Third-Party Services is at your own risk. Once you leave the Phygitals Service, our terms and policies no longer apply. Therefore, we strongly recommend reviewing the applicable terms, privacy policies, and practices of any Third-Party Service before engaging with them, conducting transactions, or sharing any personal information.
14. Acceptable use policy
By using the Service, you agree to be fully responsible for your actions and conduct in connection with the platform. You further agree to comply with the terms outlined in this Agreement and refrain from engaging in any of the following activities:
False or Misleading Information: Submitting any false or misleading information to Phygitals or related entities.
Unauthorized Access: Accessing another user’s account or linked Wallet without proper authorization.
Counterfeit Listings: Creating, listing, or offering counterfeit Digital Twins or other assets via the platform.
Impersonation: Impersonating any individual or entity within the Phygitals ecosystem.
Disruption of Service: Using the Service in a manner that could interfere with or disrupt the proper operation of the platform or prevent other users from enjoying the platform, including overloading, disabling, or impairing the Service.
Unauthorized Software Use: Developing or using software, including APIs or scripts, that could damage or disrupt the Service.
Reverse Engineering: Attempting to reverse engineer, decompile, or bypass security measures to access the underlying code or restrict access to areas of the Service you are not authorized to use.
Circumventing Filters: Trying to bypass content-filtering measures or accessing parts of the platform you’re not permitted to access.
Automated Data Collection: Using robots, crawlers, scrapers, scripts, or other automated methods to extract data or alter how the platform operates without our explicit permission.
Unsolicited Communication: Collecting data to contact individuals or entities without their consent, or using the platform’s data for unsolicited marketing or communications.
Engaging in Illegal or Unauthorized Activities: Using the Service for illegal purposes or engaging in activities that violate applicable laws, this Agreement, or any local, state, or international laws.
Blockchain Misuse: Using the blockchain associated with the Service for unlawful activities, including but not limited to fraud, money laundering, or other illicit financial practices.
Manipulative Trading: Engaging in activities such as “front-running,” “wash trading,” or “pump and dump,” or using the platform to manipulate the trading of Digital Twins in a deceptive manner. This also includes artificially inflating or deflating prices to mislead the market.
Unauthorized Financial Activities: Using the platform to engage in financial activities that would require registration or licensing, including securities trading or debt financing, without proper authority.
Fundraising Violations: Participating in any activities related to fundraising or creating, listing, or purchasing assets that are redeemable for financial instruments, represent securities, or entitle holders to financial rewards or bonuses, unless explicitly authorized.
You are fully responsible for your actions and any consequences resulting from such actions. If you violate this policy or engage in prohibited conduct, Phygitals reserves the right to suspend or terminate your access to the platform without notice.
15. Copyright
Phygitals reserves the right to suspend or revoke access to the Service and remove any User Content that infringes on the intellectual property rights of Phygitals or any third party. If you believe your intellectual property has been used without authorization on our platform, please submit a notice to our Copyright Agent containing the following information:
• Your electronic or physical signature confirming you have the authority to act on behalf of the copyright holder.
• A detailed description of the copyrighted work you claim has been infringed.
• The location on our Service where the infringing content is found.
• Your contact information, including your address, phone number, and email address.
• A statement in good faith that the use of the content is not authorized by the copyright holder or the law.
• A declaration under penalty of perjury affirming that the information provided is correct and that you are the rightful copyright owner or have the authorization to act on their behalf.
Please send your notice to Phygitals’ Copyright Agent at: admin@phygitals.com with the subject line: Copyright Notice.
16. Investigations
In the event that Phygitals becomes aware of a possible violation of this Agreement by you, Phygitals reserves the right to investigate the matter, though we are not obligated to do so. If Phygitals determines that illegal activity may have occurred, we reserve the right, but are not required, to report the incident to relevant law enforcement or legal authorities. Phygitals may disclose any information or materials associated with your use of the Service, including your User Content, as permitted by law, in the following situations: (i) to comply with applicable legal requirements, governmental requests, or legal processes; (ii) to enforce this Agreement; (iii) to address claims that your User Content infringes upon the rights of others; (iv) to respond to any inquiries related to customer support; or (v) to protect the rights, property, or personal safety of Phygitals, its Users, or the public as deemed necessary by Phygitals.
By using the Service, you provide your irrevocable consent to these disclosures. You further agree that you have no expectation of privacy with respect to your use of the Service, including any communications (text, voice, or video) conducted through the Service.
17. Release
By using the Phygitals platform, you agree to release and hold harmless Phygitals, its officers, employees, agents, successors, and assigns (collectively, the “Phygitals Entities”) from any and all past, present, or future disputes, claims, controversies, demands, obligations, liabilities, actions, or causes of action, including personal injury, death, or property damage, arising directly or indirectly from your use of the Service. This includes, but is not limited to, interactions with other users of the Service or third-party services. You waive any rights under applicable law that would otherwise allow you to bring claims that were unknown to you at the time you agreed to this release, including claims you may not have been aware of at the time of agreeing to this Release.
18. Assumption of Risk Related to Phygitals Digital Twins
You acknowledge and agree that you are fully responsible for determining any taxes that may apply to your transactions involving Phygitals Digital Twins. Phygitals and its affiliates are not responsible for determining, collecting, or managing any taxes on your behalf.
Phygitals Digital Twins exist solely as ownership records on the blockchain supporting them and can only be transferred through these records.
There are inherent risks associated with using digital currencies and assets, including, but not limited to, the risks related to hardware and software malfunctions, internet connection issues, the potential introduction of malicious software, and the possibility of unauthorized third-party access to your information.
The legal and regulatory landscape surrounding blockchain technologies, digital assets, and cryptocurrencies is constantly evolving. New regulations or policy changes may significantly impact these technologies.
Purchasing user-generated content involves risks, including the possibility of acquiring counterfeit assets, mislabeled items, assets vulnerable to metadata decay, flawed smart contracts, or assets that may become non-transferable.
Phygitals reserves the right to hide, restrict access to, or remove any Digital Twin or asset from the Service that it believes may violate this Agreement. Please note, assets you purchase may become inaccessible on the platform. In such cases, the inability to access or view your assets does not provide grounds for a claim against Phygitals.
Phygitals does not accept responsibility for any Phygitals Digital Twins after their initial sale or offering. We do not investigate, nor can we guarantee or warrant the authenticity, originality, uniqueness, marketability, legality, or value of any Phygitals Digital Twin.
19. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Phygitals, its affiliates, officers, employees, agents, and representatives (the “Phygitals Entities”) from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including, without limitation, legal fees and court costs) that arise from or relate to your use of the Service or this Agreement. This includes, but is not limited to, claims resulting from:
• Your use or misuse of the Service, Content, or Phygitals Digital Twins, including any interactions or transactions with third parties regarding the creation, listing, purchase, sale, or trading of Phygitals Digital Twins:
• Any feedback, suggestions, or content you provide to Phygitals;
• Your violation of any terms set forth in this Agreement;
• Infringement of any rights of other parties, including other Users;
• Any breach or failure to fulfill your obligations under this Agreement;
• Creation, listing, purchase, sale, or trade of any content or Digital Twin; or
• Any issues related to physical or digital assets linked to the Phygitals Digital Twins, including actions or omissions by you or third parties.
You agree to promptly notify Phygitals of any third-party claims and to cooperate fully in the defense of such claims. Phygitals retains full control over the defense or settlement of any third-party claims, and you agree to support Phygitals’ defense efforts as reasonably required. This indemnity is in addition to any other indemnity obligations you may have under separate agreements with Phygitals.
20. Disclaimers
The Phygitals platform, its content, and the assets listed (including Phygitals Digital Twins) are provided “as is” and “as available,” with no warranties or guarantees, either express or implied. Phygitals and its suppliers make no representations that the platform will: (a) meet your specific needs or expectations; (b) be uninterrupted, free from delays, security breaches, or errors; or (c) be accurate, reliable, complete, legal, or safe. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement regarding the platform and its content.
We do not guarantee that the content on the platform is accurate, complete, or up-to-date, and we are not responsible for any losses you may incur from relying on or acting on any information on the platform. Although we aim to ensure secure access and usage of the platform, Phygitals cannot guarantee that the platform, its content, or any Digital Twin listed are free from viruses or harmful components. We are also not responsible for the security of any data you share online and acknowledge the inherent risks of sharing information and conducting transactions over the internet. You agree to assume these risks, and Phygitals will not be held liable for any breaches unless they result from our gross negligence.
We are not liable for any losses you may incur as a result of using the platform, including but not limited to errors such as forgotten passwords, incorrect transactions, mistyped addresses, server failures, data loss, corrupted digital wallet files, unauthorized access to applications, or any unauthorized third-party activities such as phishing, hacking, or malicious attacks on the platform or Digital Twins.
Phygitals Digital Twins are intangible digital assets that exist only through the ownership record maintained on the blockchain. The transfer of ownership for these assets occurs exclusively on the decentralized ledger within the blockchain. We do not guarantee that Phygitals or any of its partners can facilitate the transfer of ownership or rights of any Phygitals Digital Twin. Furthermore, we cannot guarantee the inherent value of any Phygitals Digital Twin, nor can we ensure that you will be able to sell or resell any purchased Digital Twin through the platform.
Phygitals is not responsible for any losses or damages you may experience due to vulnerabilities, software issues (e.g., smart contract errors), or any other blockchain-related failures. We are also not liable for any delays or failures to report issues related to blockchain networks, including forks, technical node problems, or other related issues.
You acknowledge that Phygitals is not liable for the actions or behaviors of third parties, including asset sellers or third-party vendors of Phygitals Digital Twins. The risks associated with interacting with third parties are entirely yours. You are solely responsible for your interactions with other users of the platform. Phygitals does not verify the claims or statements made by users or third-party sellers and does not guarantee that third-party products or services will meet your expectations or be error-free.
Except where Phygitals is directly involved in a transaction, we are not responsible for transactions between buyers and sellers. While we may assist with dispute resolution, we do not guarantee the safety, legality, or quality of any assets, nor do we verify the accuracy of user content or listings. We are not responsible for the ability of sellers to sell assets or buyers to make payments, nor can we guarantee that a transaction will be completed.
The transfer of legal ownership from the seller to the buyer is governed by applicable laws, and Phygitals does not guarantee uninterrupted or secure access to the platform. The platform’s functionality may be affected by factors beyond our control, and we reserve the right to exclude any implied warranties as permitted by law.
Nothing in this Agreement limits or excludes liability for fraud, death, or bodily injury caused by negligence or any actions that cannot be excluded under applicable law. Some jurisdictions may not allow the exclusion of certain implied warranties, so parts of this disclaimer may not apply in those regions.
21. Limitation of Liability
To the fullest extent permitted by applicable law, Phygitals will not be held responsible or liable for any lost profits, business opportunities, anticipated savings, or any indirect, incidental, special, consequential, or punitive damages arising from this Agreement, your use of the platform, any Phygitals Digital Twins, or any related assets. This includes, but is not limited to, any damages caused by loss of data, revenue, goodwill, or profits, whether the damages arise from negligence, breach of contract, tort, or any other legal theory, even if such damages were foreseeable or if Phygitals was advised of the possibility of such damages. Accessing and using the Phygitals platform is done at your own risk, and you are solely responsible for any damage to your devices or loss of data that may occur as a result.
In any event, the total liability of Phygitals for any claim arising from or relating to this Agreement, your use of the platform, the services provided, user content, asset management, or any Phygitals Digital Twin transactions will be limited to the greater of: (a) $100 or (b) the amount Phygitals retained from the transaction or event giving rise to the claim.
Certain jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so the limitations and exclusions specified above may not apply to you.
22. Dispute Resolution:
In the event of a dispute, claim, or request for relief related to this Agreement or your use of the Phygitals platform, we agree to attempt to resolve any disagreements amicably and in good faith.
If we cannot resolve the dispute through informal means, you and Phygitals agree that any remaining disputes will be handled through appropriate legal procedures in the relevant jurisdiction. This means that any claims or disputes will be resolved through a court of competent jurisdiction, in line with the applicable laws.
Waiver of Jury Trial: You and Phygitals agree to waive any right to a trial by jury in any dispute related to this Agreement. You acknowledge that the dispute may be resolved by a judge and not a jury.
Waiver of Class Actions: All disputes or claims that are subject to legal proceedings shall be handled individually. You agree not to bring a class action or representative claim against Phygitals, and claims of more than one user cannot be consolidated into one case.
30-Day Right to Opt-Out: You have the right to opt-out of any changes made to this section within thirty (30) days of receiving notice of the change. To opt-out, you can contact Phygitals at admin@phygitals.io, with your intent to opt-out, which should include your name, address, username (if applicable), and the wallet address you use with the platform.
Severability: If any part of this section is found to be invalid or unenforceable by a court of law, the rest of the section will still remain in effect. If any part of this section conflicts with local laws or regulations, that specific part will be amended to reflect the local legal requirements, but the remaining provisions will stay intact.
23. General Information
Export Control and Compliance
The Service may be subject to export control laws and may also be subject to applicable import or export regulations in other countries. You agree not to use, export, re-export, or transfer, directly or indirectly, any data, products, or services provided by Phygitals in violation of any applicable export or import laws or regulations.
You acknowledge and agree that the products, services, and technologies provided by Phygitals are subject to the export control laws and regulations of the United Arab Emirates (UAE) and any other applicable jurisdiction in which Phygitals operates. You shall comply with all applicable laws and regulations and shall not, without the necessary authorizations, export, re-export, or transfer any Phygitals products, services, or technologies, either directly or indirectly, to any country or entity in violation of such laws and regulations.
24. Giveaways
Phygitals (“we,” “us,” “our,” or “the Company”) may periodically offer various promotional activities, such as giveaways, contests, and other incentive programs (“Promotions”). These Promotions will be governed by the terms outlined in this section, along with our main Terms of Service (“TOS”), and any additional official rules specific to each Promotion. In case of any discrepancies or conflicts, the specific Official Rules for each Promotion will take precedence over this section, and this section will supersede the general TOS.
Eligibility: Participation in any Promotion is void where prohibited by law. To participate, you must meet the eligibility criteria outlined in the Official Rules for each Promotion, including but not limited to any age, residency, or account status requirements. Some Promotions may require you to have an active and verified Phygitals account in good standing.
No Purchase Necessary: Unless explicitly stated otherwise in the Official Rules, no purchase or payment is required to participate or win a Promotion. As an alternative entry method (“Alternate Method of Entry” or “AMOE”), eligible users may enter by following the steps below:
• Creating an account on Phygitals (if you do not already have one).
• Logging into your account daily to accumulate points, as specified in the Official Rules of the Promotion.
• Clicking the designated link provided on the Promotion page to submit an entry without the need for any purchase or payment. This link will be available through the Promotion page on our website.
The specific details of point accumulation and the exact entry instructions will be outlined in the Official Rules. All AMOE entries must be received during the Promotion Period as specified in the Official Rules.
Odds and Prizes: The odds of winning a prize depend on the number of eligible entries received. The prize details, including approximate retail value and any restrictions, will be provided in the Official Rules. Any taxes, fees, or additional expenses not specified as part of the prize are the responsibility of the winner.
Winner Selection and Notification: Winners will be selected through a random drawing or as per other selection criteria defined in the Official Rules. Winners will be notified via the contact details associated with their Phygitals account. It is your responsibility to ensure that your contact information is accurate and up to date to avoid any issues with prize delivery.
Compliance and Disqualification: We reserve the right to disqualify any participant who tampers with the entry process, violates the Official Rules, engages in fraudulent behavior, or attempts to circumvent the AMOE or other Promotion guidelines. Additionally, we reserve the right to cancel, suspend, or modify any Promotion in the event of unforeseen circumstances or situations beyond our control, as permitted by applicable law.
Limitation of Liability: By participating in any Promotion, you agree that Phygitals and its affiliates, partners, directors, employees, and agents are not responsible for any claims, damages, losses, or liabilities arising from your participation in the Promotion. This includes, but is not limited to, issues such as technical failures, unauthorized tampering, or non-receipt of notifications.
Governing Law and Dispute Resolution: Unless specified otherwise, all Promotions are governed by the laws outlined in our TOS, with no regard for conflicting legal principles. Any disputes that arise concerning a Promotion will be resolved in accordance with the dispute resolution provisions in the TOS.
By continuing to use our Services or by participating in any Promotion, you agree to be bound by the terms outlined in this section, our TOS, and all applicable Official Rules related to the Promotion.
25. Contact Information
Contact information: hello@phygitals.io.
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