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NonFungible API Terms of Service

Latest Version: 31/1/22

Acceptance

The NonFungible API (described below) is provided by NonFungible Corporation Ltd. ("NonFungible", "Company", "we", "us" or "our"). Should you wish to use our NonFungible API, you must accept fully all the terms and conditions herein this NonFungible API Terms of Service ("API Terms"). You must therefore read and accept our API Terms fully before you commence using our NonFungible API, as once you start accessing or using our NonFungible API, you are agreeing to be fully and legally bound by all provisions herein this API Terms, our Privacy Policy and Website Terms of Use (the terms of which are incorporated herein by reference).
In the event that you are using our NonFungible API and therefore entering into this API Terms on behalf of an incorporation, partnership or other legal entity, you hereby warrant that you are duly authorised to represent and bind such entity to the API Terms. Under such circumstances, all references to "you" or "your" in this API Terms shall also refer to such entities. Should you lack the aforesaid authority or if you (or the entity that you represent) do not agree with any terms herein this API Terms, our Privacy Policy and/or Website Terms and Conditions, you are not permitted to use the NonFungible API.
You, as a user of the NonFungible API, acknowledge and accept that the API Terms as well as our Privacy Policy and Website Terms of Use constitutes a legally binding contract between NonFungible and you (even though they are in electronic form and do not require physical signing or online acknowledgement) governing your use of our NonFungible API.

Definitions

2.1 "Application" or "App" means any software or mobile application, website, product or service that is developed, created or offered using our NonFungible API.2.2 "API Documentation" means the documentation, data and information that NonFungible provides regarding the use of our NonFungible API through our API Site.2.3 "API Site" means our API development site found at https://www.nonfungible.com/api/.2.4 "NonFungible API" means the Application Programming Interface ("API") made available to the public by our Company as well as the related API Documentation.2.5 "NonFungible Brand" means the "NONFUNGIBLE" brand name and other brandings, names, logos, slogans, services marks, trade marks and trade names belonging to NonFungible.2.6 "Data" means; (i) any data and content uploaded, posted, transmitted or otherwise made available by NonFungible on its website www.nonfungible.com or other associated sites/platforms/channels (including but not limited to information pertaining to the digital coins listed by NonFungible, market data on cryptocurrency, additional statistics, initial coin offerings data and coin searches); and (ii) where channels are made available by NonFungible for interactive acts by Users, any data, content, comments, profile information, and messages uploaded, posted, or transmitted by other Users via such aforesaid channels.2.7 "Service(s)" means NonFungible’s products and services including but not limited to the NonFungible API, its website www.nonfungible.com (the "Site"), and all software, applications, mobile applications, data, reports, text, images, messaging channels, message services, updates, content, newsletters, price alerts, merchandise, databases, forums, articles, guides, reports and other information made available by or on behalf of NonFungible through any of the foregoing. The "Service" does not include information, software application, mobile application, platform, website, or service that is provided by you or a third party (including Applications), whether or not NonFungible designates them as "official integrations".2.8 "Users" means any and all users of our NonFungible API, which includes you.

Grant of Licence

Pursuant, and subject to your agreement and acceptance , to all, but not less than all, of the provisions of this API Terms, NonFungible hereby grants you a limited, non-exclusive, non-assignable, non-transferable and irrevocable licence to use the NonFungible API to develop, test, and support any software application, mobile application, website, platform, service or product, as well as to integrate or incorporate the NonFungible API with your Application. The aforesaid licence granted to you is subject to the limitations set forth in Section 4 and Section 9 below, and you agree that violation of any part of this API Terms (including for greater certainty Section 4) will automatically terminate the license granted herein to you to use the NonFungible API.

Scope of Use

4.1 Your use of NonFungible’s API is limited to the following:-4.1.1 In order to further develop our NonFungible API, Applications, Data, Services, platforms, channels and/or products (individually and collectively, "our Property"), we may at any time make changes to the NonFungible API and/or this API Terms without any notice to you. You agree that it is your responsibility to regularly check our Site at https://www.Nonfungible.com/api/ for updates to our NonFungible API and/or this API Terms. In addition, parts of our NonFungible API may be undocumented, included certain aspects, events, methods and properties. Accordingly, in view of the potential changes at any time to our NonFungible API (whether documented or otherwise), Applications, Data, Services, platforms, channels and/or products, you agree that you will not rely on any function, behaviour, capability or other aspects of our NonFungible API, Applications, Data, Services, platforms, channels and/or products.4.1.2 Our Property (including but not limited to our NonFungible API) may not be used in breach of any applicable laws or regulations, or to infringe the rights of any persons or entities, including but not limited to usage to assist in infringement of a third party’s intellectual property rights, privacy rights, or in any manner which is inconsistent with this API Terms, our Privacy Policy, Website Terms of Use and/or any other agreements with NonFungible to which you are subject.4.1.3 Our NonFungible API (and our other Property, if licensed to you herein) may not be used in any manner that accesses or uses any information beyond what is permitted hereunder this API Terms or the API Documentation, changes any aspect of or disrupts or interferes with or degrades the performance of the Services, interrupts or circumvents any of NonFungible’s security measures, operational, administrative or technical procedures, hacks into or tests the vulnerability of our Services, NonFungible API, our systems and/or networks.4.1.4 You undertake not to, whether directly or indirectly, by yourself or in assisting others, introduce any worms, trojans, viruses, hacks or other computer programmes that may damage, interfere with, interrupt, intercept, phish, data mine or expropriate any system or data (including but not limited to the Data, NonFungible API and our Services) to or from any of our Property and associated networks, nor attempt any of the aforegoing.4.1.5 You undertake not to, whether directly or indirectly, by yourself or in assisting others, reverse engineer or otherwise derive source codes, trade secrets, or know-how form any of our Property (including but not limited to the NonFungible API) or any portion thereof nor attempt any of the aforegoing;4.1.6 You further acknowledge that in future, NonFungible may offer products, services or other Applications that are similar to your offerings, and you agree that NonFungible is fully entitled to do so without any restrictions or notice to you.4.1.7 You are not entitled to charge for your services and products that incorporate or integrates our NonFungible API without a data licensing agreement. You are not permitted to sell, rent, lease, sub-license, re-distribute or syndicate access to the NonFungible API or part thereof.4.1.8 You are entitled to place advertisements on and around your products, services, website, platforms, mobile applications and software applications ("your Products") that incorporate or integrates our NonFungible API. However, you are NOT permitted to:-4.1.8.1 place any advertisements on any of our Property, and any advertisements that you place on or around your products, services, website, platforms, mobile applications and software applications must not resemble or be reasonably likely to confuse any persons into thinking that the advertisements belong to NonFungible, pertain to any NonFungible’s products or services, or are messages/notifications from NonFungible;4.1.8.2 use the NonFungible API for or to promote gambling (whether the NonFungible API is integrated with or incorporated as part of your Products), or place any advertisements around any of your Products integrating or incorporating the NonFungible API that constitutes adult/sexual content or offers online gambling;4.1.8.3 use any Data, information or other content from any of our Property in any advertisements or for targeting advertisements, in any of your Products or part thereof;4.1.8.4 use any contact information procured from our Property or any contact information of any other Users (including but not limited to email addresses) howsoever obtained to contact any Users without the prior written consent of NonFungible and the owners of such contact information;4.1.8.5 conduct and your Products will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes; nor4.1.8.6 make any public statements or representations in any mode, media or channel (including but not limited to online forums, blogs or social media platforms) regarding NonFungible or any of our Products (including but not limited to the NonFungible API) without our prior written consent.4.2 Rate limit for the NonFungible API may be varied by NonFungible at any time in its sole discretion without notice or reference to you or any Users. You agree not to exceed or circumvent (or make any attempts thereto) the aforesaid rate limitation, limitations on the calls and use of NonFungible API as may be implemented by NonFungible from time to time in its sole discretion (without any notice or reference to you), or otherwise use the NonFungible API in a manner that can be anticipated to exceed reasonable request volume, constitute excessive or abusive usage, or otherwise fail to comply or is inconsistent with any part of this API Terms or the API Documentation.4.3 You undertake that in your usage of the NonFungible API, you shall duly attribute ownership of the NonFungible API to NonFungible by displaying prominently the message "Powered by NonFungible" in a legible font (an example of a legible font type being "Arial") no smaller than font size 10. Further guidelines on the attribution of ownership to NonFungible and usage of the NonFungible Brand can be found at https://www.nonfungible.com/en/branding ("Brand Usage Guide").4.4 You are not permitted to use the NonFungible Brand in a manner that may mislead or suggest that your Products (or any part thereof) is endorsed, sponsored by or howsoever associated with NonFungible, and you agree to comply with NonFungible’s Brand Usage Guide as may be made available and updated from time to time by NonFungible at https://www.nonfungible.com/en/branding.

Data Caching and Storage

5.1 We do not encourage caching or storage of Data. However, if you must cache or store Data:5.1.1 You should refresh the cache at least every 24 hours;5.1.2 Strong encryption and other security measures should be applied to stored Data;5.1.3 When a User requests that you delete all User Data that you have collected from such User as a result of the User utilising our NonFungible API (where our NonFungible API has the functionality or channels for the collection of such User Data), you must promptly delete all such User Data unless required for legitimate legal or business purposes (such as following up with a continuing contract with such User).5.1.4 In the event that NonFungible terminates your access to or use of the NonFungible API (regardless of reasons), you agree to promptly and permanently delete all Data and any other information that you have stored pursuant to your use of or access to the NonFungible API, without keeping any copy thereof unless required by applicable law.5.2 Except as expressly permitted hereunder this API Terms, you are not allowed to duplicate, reproduce, copy, store, derive from or translate any Data, API Documentation, or any information expressed by the Data (including but not limited to hashed or transferred data).

User Agreement for your Products

6.1 In the event that any your Products are offered for use to others outside your entity, you agree that you will have in place a binding user agreement and privacy policy which must at the very least: (a) identify the NonFungible API as being the property of NonFungible; (b) ensure that your users/customers abide by this API Terms in using the NonFungible API (whether as part of our Products or otherwise); (c) exclude and disclaim all liability of NonFungible for all usage of the NonFungible API (or part thereof); (d) stipulate your assumption of full responsibility and liability for offering the NonFungible API as part of your Products to your users/customers; (e) set out clearly in your easily accessible privacy policy your purpose and methods for collection, storage, use, disclosure and transfer of personal data of your users in accordance with privacy and data protection laws applicable to you, in no event to be less stringent than the requirements thereunder our Privacy Policy.

Security Measures

7.1 You undertake to implement stringent and robust security systems to protect your network, operating system, servers, databases, computers, user information, personal data, and other components that are part of, supporting or constituting your Products that are integrating, incorporating or howsoever using the NonFungible API ("your Systems''). In the event that any of your Systems are howsoever compromised (whether via hacking, unauthorised use or access or other security breaches), you must inform us immediately via email at [email protected], and we shall determine in our sole discretion whether to terminate your access to and/or use of our NonFungible API, as such security breaches may have adverse effect to our reputation (as assessed in our sole discretion and we are not obligated to provide reasons for our decision). In the event that we terminate your access to or use of our NonFungible API, you shall comply immediately with the clauses thereunder Section 9.

Ownership

8.1 All assets, rights, title and interest in and to our NonFungible Brand, our API Documentation, NonFungible API, and our other Property (including but not limited to intellectual property rights) belong fully to NonFungible. You are only provided with a limited licence to use as set out herein this API Terms, and no other rights, title, interest, ownership or property of any kind is passed to you by virtue of your use of our Property For the avoidance of doubt, any inventions that you may create incorporating our NonFungible API does not transfer any right of ownership or interest in our NonFungible API to you although you may be deemed by applicable law to be the owner of such inventions (which shall be exclusive of the NonFungible API). In addition, you agree to perform such acts and execute such documents (without compensation) as NonFungible may from time to time request of you in order to perfect NonFungible’s rights to our Property.

Termination

9.1 This API Terms take effect on the date that you agree to them or access or use the NonFungible API, whichever is the earliest, and will subsist until terminated by NonFungible or you pursuant to the provisions of this API Terms.9.2 You may terminate your being bound by this API Terms by discontinuing your access to and/or use of our NonFungible API, and emailing us at [email protected]9.3 We may at any time vary, amend, change, suspend or discontinue provision of any of our Property, including but not limited to the NonFungible API, suspend or terminate your use of the NonFungible API and/or the NonFungible Brand without notice or reasons to you. Without prejudice to the aforegoing, we may also in our discretion restrict your access to or use of our NonFungible API if in our sole discretion, we determine that your access to or use of our NonFungible API may howsoever negatively impact on our Products or Services.9.4 Upon termination of this API Terms:-9.4.1 All rights and licences granted to you hereunder will cease and terminate immediately;9.4.2 You undertake to promptly destroy the API Documentation, Data and any other information procured from NonFungible or any of our Property that may be in your possession or control; and9.4.3 Except where we specifically grant our prior consent in writing, or unless otherwise stated in this API Terms, you undertake to promptly and permanently delete all Data and other information procured from or relating to NonFungible and any of our Property that you have stored in relation to your access to or use of the NonFungible API. You agree to certify in writing the aforesaid destruction of stored Data and information should NonFungible request such certification from you.9.5 All provisions hereunder this API Terms that must by their nature survive the termination of this API Terms in order to give effect to their intention shall survive the termination of this API Terms, including but not limited to clauses 5.1.3, 5.1.4, 5.2 and the clauses thereunder Sections 6, 8, 9, 10 and 11.

Your Warranties

10.1 You hereby represent and warrant to NonFungible that you (including any entity that you represent) are able to enter into and be fully bound by this API Terms and to use the NonFungible API pursuant to this API Terms without violating any laws or regulations applicable to you, infringing any third party’s rights (including but not limited to intellectual property rights), and/or any other contracts to which you are bound by.10.2 Without limiting the scope of the clauses thereunder Section 11, you hereby warrant and undertake (and shall procure the same undertaking from any entity that you represent) to not initiate any legal actions or make any claims of any kind against NonFungible for any damages, expenses or losses that you may suffer as a result of your use of (or inability to use) any of our Property (including but not limited to the NonFungible API). You further acknowledge that we may at any time without notice or reference to you amend this API Terms and/or modify any aspect or function of the NonFungible API, which may have adverse effects on your usage of the NonFungible API and your business associated thereto, however, your only recourse will be to terminate your use of the NonFungible API and you agree to not make any claims of any kind against NonFungible. For the avoidance of doubt, your continued access or use of the NonFungible API or any of our Property will constitute your acceptance of and agreement to all our aforesaid amendments and modifications. The date on which the latest version of this API Terms takes effect will be as indicated at the top of this API Terms.10.3 Your use of and/or access to our Property (including the NonFungible API) is also subject to our Privacy Policy, Website Terms of Use and/or any other terms and conditions that we may implement from time to time in our discretion, of which you must keep yourself updated by regularly visiting the pages at https://www.NonFungible.com/en/terms and https//www.NonFungible.com/en/privacy on our Site containing such terms and conditions. In the event of any conflict between the various applicable agreements/terms and conditions, the terms of this API Terms (based on its latest version) will take precedence in relation to your use of our NonFungible API.

Exclusions, Disclaimers and Limitation of Liability

11.1 OUR PROPERTY, INCLUDING BUT NOT LIMITED TO THE NONFUNGIBLE API, AND ALL RELATED COMPONENTS, DATA, DOCUMENTATION AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NONFUNGIBLE HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, CONTINUED ACCESSIBILITY, FUNCTIONALITY, SECURITY, AND NON-INFRINGEMENT. YOU THEREFORE ACKNOWLEDGE THAT NONFUNGIBLE DOES NOT WARRANT THAT OUR PROPERTY (INCLUDING BUT NOT LIMITED TO THE NONFUNGIBLE API, DATA AND API DOCUMENTATION) WILL BE UNINTERRUPTED, TIMELY, UPDATED, ACCURATE, SECURE, ERROR-FREE, OMMISSION-FREE, OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE FUNCTIONS THAT MAY BE PERFORMED OR RESULTS THAT MAY BE OBTAINED FROM USE OF OUR PROPERTY (INCLUDING BUT NOT LIMITED TO THE NONFUNGIBLE API), AND NO PRODUCTS, INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NONFUNGIBLE OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TERMS.11.2 YOU (AND ANY ENTITY THAT YOU MAY REPRESENT) HEREBY AGREE THAT UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, EQUITY, AT LAW OR OTHERWISE) WILL NONFUNGIBLE BE LIABLE TO YOU OR ANY THIRD PARTY FOR; (I) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF SALES, LOSS OF OPPORTUNITIES, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF REPUTATION; OR (II) FOR ANY AMOUNT FOR ALL CLAIMS CUMULATIVELY IN EXCESS OF THE FEES ACTUALLY PAID BY YOU TO NONFUNGIBLE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EARLIEST EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES HAVE BEEN PAID BY YOU TO NONFUNGIBLE, CANADIAN DOLLARS ONE HUNDRED (S$100) ONLY, OR; (III) ANY MATTER BEYOND OUR REASONABLE OR FORESEEABLE CONTROL. THE PROVISIONS/CLAUSES OF THIS SECTION 11 ALLOCATE THE RISKS UNDER THIS API TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS API TERMS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN SUCH JURISDICTIONS, NONFUNGIBLE’S TOTAL LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.11.3 You (and any entity that you represent) agree to defend, hold harmless and indemnify NonFungible, its related companies, subsidiaries, affiliates, their respective officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’/customers’ use of any of your Products, any of our Property (including but not limited to NonFungible API or Data), use of NonFungible Brand, or breach of any provision of this API Terms, our Privacy Policy and/or Website Terms of Use, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, settlement fees, legal fees (on a solicitor-client basis), expenses incurred in enforcing any term of this API Terms against you, of every kind and nature. In such an event, we will provide you with written notice of such claim, suit, or action.

Governing Law and Jurisdiction

12.1 This API Terms and any claim, cause of action or dispute arising out of or related to this API Terms shall be governed by the laws of the province of Nova Scotia and the federal laws of Canada applicable therein, regardless of any conflict of laws theory. Accordingly, you agree to submit to the exclusive jurisdiction of the Courts of the Province of Nova Scotia. Notwithstanding the aforegoing, you agree that NonFungible shall be fully entitled to apply for equitable relief or injunctive remedies against you in any jurisdiction.

General

13.1 If any provision of this API Terms is found to be illegal, void, or unenforceable, the said provision shall be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if such provision cannot be so modified, it shall be deleted and the remaining provisions of this API Terms will continue in full force and effect.13.2 The governing language of this API Terms, API Documentation, the Site, all content, information and documents howsoever made available by NonFungible is English. In the event that NonFungible provides you with a translation of the English language version of this API Terms, API Documentation, the Site or any other document, you understand that such translation is provided purely for your convenience and is not binding.13.3 For any notices or service of legal documents, you agree that we may notify you via postings on the Site or via the email address that you may have provided to us. NonFungible accepts service of process by mail or courier at the email and address as stipulated in clause 13.9 below. Any notices that you provide without compliance with this clause 13.3 and clause 13.9 below will have no legal effect.13.4 This API Terms, our Privacy Policy, Website Terms of Use and/or any documents incorporated into this API Terms by reference, shall constitute the entire agreement between NonFungible and you regarding our Property and supersedes all prior agreements and understandings (whether via email correspondence or otherwise), whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API Terms.13.5 Any delays in or failure to act in relation to a breach of any provision of this API Terms by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.13.6 Under no circumstances shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site, any of our Services or our Property (including but not limited to the NonFungible API).13.7 You are not permitted to assign, transfer, delegate or subcontract any rights or obligations hereunder this API Terms without the prior written consent of NonFungible. However, you agree that NonFungible shall be entitled at any time to howsoever assign, transfer, delegate or subcontract any of its rights and/or obligations hereunder this API Terms without any reference or notice to you.13.8 No person or entity who is not a party to this API Terms shall be entitled to rely on or enforce any provision herein this API Terms.13.9 You can contact us with your queries, comments and feedback by email to [email protected], however, for official notices and/or service of legal documents, your email must be followed by registered post or courier of such notices/legal documents to:-
NonFungible Corporation 1701 Hollis St. Suite 800 Halifax, N.S B3J 3M8 - [email protected]

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