Last updated on Dec 15, 2021
These terms and services constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your”, “User(s),” “Artist(s),” or “Collector(s),”) and CILO Corp. a company operating the CILO platform and organized under the laws of Republic of Korea (“CILO Corp.,” “the Company”, “we”, “our” or “us” and together with you, the “Parties”) located at 19, Nonhyeon-ro 87-gil, Gangnam-gu, Seoul, Republic of Korea. These Terms govern your use of the website located at cilo.io (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts, and APIs located at any of CILO Corp.'s websites, including without limitation, successor website(s) or application(s) thereto (the “Platform”).
By entering into this Agreement, and/or by you participating in the CILO Platform, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN THE OFFERING.
All Artwork (“Art”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the CILO Platform is represented by a unique cryptographic token exclusively Minted by one of CILO’s approved Artists. Each CILO Item (“Item(s)”, “Token(s)”, “Non-fungible token(s)”, or “NFT(s)”) is Minted by an Artist using the CILO Smart Contracts based on an Artist’s original Artwork. CILO Items are forever tracked and stored on the Ethereum blockchain, providing the Collector of a CILO Item with a permanent record of authenticity and ownership.
Only Artists approved by CILO are able to use the Platform to “Mint” and sell CILO Items. Artwork Minted and sold on the CILO 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 CILO Platform must submit a request by email found at the bottom of CILO marketplace. CILO has unilateral discretion in curating its Artist Network and makes no guarantees or promises that any Artists will be approved, even if the Artist was invited by a member of the CILO Team to submit the request.
Approved Artists are “Whitelisted” and granted permission to Mint CILO Items using one or more of our Smart Contracts. To create a CILO Item, Approved Artists must upload an original digital Artwork, provide information about the artwork, authenticate the work, initiate a request to a token minting Smart Contract, and then and only then – the Artist has Minted a unique, cryptographic token representing a digital version of the artwork.
By minting a CILO Item, Artists expressly represent and warrant that their Work is an original creation. Artists are prohibited from minting Works consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness, or other unoriginal content not created by the Artist, not authorized for use by the Artist, not in the public domain, or otherwise without a valid claim of fair use. Artist can only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”).
Copyright is the law of art. As a digital art platform, we take copyright law seriously and encourage our Artists and Collectors to learn more about their rights. Please visit the CILO Copyright Community Guidelines for more information on copyright law, the difference between “original” and “infringing” content, and the fair use defense.
Artist expressly represents and warrants that works Minted on the CILO Platform contain only original artistic content otherwise authorized for use by the Artist. To the extent a Work contains unoriginal content, including content from Works by other CILO Artists, the minting Artist further represents and warrants that it has permission to incorporate the unoriginal content. Artist represents and warrants that the sale, display or performance of minted CILO Item on the Platform is not a violation of any agreement, contract, or obligation owed to a third party.
Failure to abide by these Terms and/or the Community Guidelines may result in, without limitation, suspension or deletion of the Artist’s account, revocation of the Artist’s minting privileges and other permissions to the CILO Smart Contracts or Platform, delisting the Artist’s items on the Site, or paying monetary damages. CILO has the unilateral authority and discretion to remove, suspend, or revoke Artists’ access to the CILO Smart Contracts or any other aspect of the Platform.
Artist hereby agrees to indemnify CILO and be held liable for any claim against CILO arising out of the Artist’s breach of these Terms. Artist hereby releases and forever discharges CILO from any damages or causes of action resulting from a sale of any of the Artist’s listed CILO Items occurring after the Artist’s breach of these Terms.
The CILO Platform facilitates a peer-to-peer digital art Marketplace and auction house where Artists, Collectors, and other Users can sell, purchase, list for auction, make offers, and bid on CILO Items. Collectors can obtain CILO Items by making an offer accepted by the Artist, purchasing at an established List Price, or bidding on Items available in one of our revolutionary smart contract-enabled auctions.
CILO Items are optionally offered for immediate acceptance at a List Price (in ETH) established by the Artist. Collectors can purchase CILO Items with a List Price through the Site by sending an equivalent amount of ETH to a Smart Contract configured to initiate a transfer of the CILO Item, plus additional fees and gas.
Users can make offers on all listed CILO Items through the Site. Offers on the CILO Marketplace are legally binding, revocable offers to purchase the Item capable of immediate acceptance by the Owner of the Item. By making an offer, the Collector agrees to temporarily send and lose control over an amount of offered ETH to a Smart Contract. The Smart Contract is configured to hold the offered ETH until either the offer is accepted by the Owner of the Item, a higher offer is received, or the offer is revoked. The Owner of the Item has the unilateral authority to accept the bid.
Every transaction on the CILO Marketplace is subject to Fees collected to support the Artists and the CILO Platform. The amount of Fees for the sale of a CILO Item also depends on whether the transaction involves the CILO Item’s first sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”). All Fees are collected and distributed at the time of the purchase of a CILO Item by operation of 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 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 CILO 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, commissions, or fees paid to another by operation of the Smart Contracts.
The User consents to the automated collection and disbursement to Artists of royalties for Secondary Market sales of CILO Items. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in royalty to a CILO Artist.
Users acknowledge and consent to the risk that the price of an Item purchased on the CILO marketplace may have been influenced by User activity outside of the control of CILO or the CILO Platform. CILO does not represent, guarantee, or warrant the accuracy or fairness of the price of any CILO Item sold or offered for sale on or off of the Marketplace. The User agrees and acknowledges that CILO is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of CILO Items or to police User behavior on the Marketplace.
CILO does not generally collect any fees, commissions, or royalties for transactions occurring outside of the CILO Marketplace and not involving the CILO Smart Contracts. To support the CILO Artists and the Platform, we encourage Collectors to list Items for sale on the CILO Marketplace, however, Collectors are permitted to sell or transfer their Items on third party exchanges. The Artist and all other Users hereby waive any entitlement to royalties, commissions, or fees for off-market transactions. The User irrevocably releases, acquits, and forever discharges CILO and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received by the User from any off-market transaction.
All User transactions on the CILO Platform, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the CILO Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of CILO or the CILO Platform. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.
Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, “ associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).
No art marketplace would be complete without an auction house, which is why CILO has expanded upon its core set of smart contracts to introduce Auctions. But delivering the excitement of a live, peer-to-peer digital auction within a smart contract-enabled art marketplace introduces certain risks for auction participants. CILO is steadily progressing the decentralization of art through these new market mechanics, but not without ensuring that its Users understand, acknowledge, and accept the risks of participating in Auctions. By accepting these Terms or using the Platform, the User affirmatively acknowledges and agrees to the CILO Auction Terms of Use, which are incorporated herein.
In a Scheduled Auction, the Owner establishes a specific start and end time for an Auction for artwork to go live. Owners may optionally include a Starting Price. As long as the Starting Price is met by an Auction Participant, the work will be sold. Works without a Starting Price will be sold to the highest bidder, no matter what the bid is. A Scheduled Auction may be canceled prior to the start of the auction, i.e. when it is counting down to kick-off. After the auction begins, it cannot be stopped, canceled, or undone. Owners that initiate Scheduled Auctions should be prepared to sell their works at the Starting Price, or at any price if no Starting Price is established.
In a Reserve Auction, an Auction for artwork is configured to automatically go live once a bid is received equal or greater to a public Reserve Price established by the Owner. Once the Reserve Price is met, the Auction is instantiated and configured to last for approximately 24-hours. The work goes to the highest bidder at the end of the Auction. In a Reserve Auction, an Auction for artwork is configured to automatically go live once a bid is received equal or greater to a public Reserve Price established by the Owner. Once the Reserve Price is met, the Auction is instantiated and configured to last for approximately 24-hours. The work goes to the highest bidder at the end of the Auction.
To initiate a transaction on the CILO Marketplace, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. All transactions on the CILO Marketplace, including but not limited to transfers, offers, bids, listings, sales, or purchases of CILO Items are initiated through one or more Smart Contracts at the sole discretion and at the complete risk of the Users. 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, bid on, list, or transfer a CILO Item. The User acknowledges the risk of Smart Contracts and 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.
CILO Marketplace transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the CILO smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or CILO Items, or lost opportunities to buy or sell CILO Items. CILO assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in Marketplace or Auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the CILO site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the CILO site, and in initiating Ethereum-based transactions.
Users are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any CILO smart contract. Operations performed by a User that is technically permitted by a CILO smart contract may nevertheless be a violation of our Terms of Service and the law.
CILO makes no representations or warranties, express or implied, written or oral, made by or on behalf of CILO in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any CILO Item or work, smart contract code, or software.
CILO shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a Marketplace transaction, whether or not CILO has been advised or knew of the possibility of such damages. CILO's liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the number of proceeds actually received by CILO arising out of the damage after deducting all costs, fees, and liabilities incurred by or on behalf of CILO.
CILO reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms and the smart contracts accessible through the CILO Site from time to time.
All Marketplace transactions are executed by one or more Smart Contracts processed on the Ethereum Virtual Machine and not under any direct control by CILO or any other third party. The User acknowledges and agrees that CILO is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, auction, or transfer of CILO Items, whether or not a commission or fee is received by CILO as a consequence of the transaction. Items listed for sale on the CILO Marketplace are not offered on consignment or held in trust on behalf of any Artist, Collector, Owner, or User. CILO reserves the right to execute Smart Contract transactions on the CILO Marketplace as a collector of CILO items.
The CILO Marketplace is a transparent and open digital art Marketplace that depends on the honest participation of all Users.
Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the CILO Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price a CILO Item, groups of CILO Items, or CILO Items created by particular Artists.
CILO Artists, Owners, and Collectors are expressly forbidden from bidding, purchasing, or making offers on their own listed or offered CILO Items, especially for the purpose of artificially influencing the price of the listed Item(s).
Users are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for work (i.e, "wash trading"), or any other anti-competitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding.”
Users are expressly forbidden from selling works, listing items for Auction, making bids during an auction, purchasing a work, or engaging in any other Marketplace transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for an Item for any other reason than to obtain the Item. All Users expressly represent and warrant by performing transactions involving the CILO Site or Smart Contracts that their actions are legal under United States law and the jurisdiction from which they initiate the transaction.
Users agree to report suspicious market activity of other CILO Users. If a User suspects that one or more CILO Users are in violation of these Terms, the User should promptly inform the CILO team at cs@CILO.io.
The User hereby agrees and acknowledges that any forbidden Marketplace conduct described herein and in the may be a violation of federal or state law and/or these Terms. CILO hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms. CILO reserves the right to amend, rectify, edit, or otherwise alter CILO Market transaction data to mitigate market harm caused by a User’s violation of these terms.
The User irrevocably releases, acquits, and forever discharges CILO and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.
All works Minted on the Platform are subject to the CILO License, the terms of which are described below. All Users who receive a CILO Item acknowledge and agree to accept or purchase the Item subject to the conditions of the License.
Owning a CILO Item is similar to owning a piece of physical art. You own a cryptographic token representing the Artist’s creative Work as a piece of property, but you do not own the creative Work itself. Collectors may show off their ownership of collected CILO Items by displaying and sharing the Underlying Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, excepting the limited license granted by these Terms to Underlying Artwork. The Artist reserves all exclusive copyrights to Artworks underlying CILO Items Minted by the Artist on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks.
Owning a CILO Item is also different than owning a piece of physical art. Art on the CILO Platform is digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace. Our Community Guidelines encourage Collectors to show off, promote, and share their collected Items, but the Collectors may not infringe on any of the exclusive rights of the copyright holder (i.e., the Artist). By minting Items on the Platform, Artist affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Artwork underlying CILO Items legally owned and properly obtained by the Collector.
The Collector’s limited license to display the Work, or perform the Work in the case of audiovisual works, includes, but is not limited to, the right to display or perform the Work privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Work, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Work; (iii) on third party Marketplaces, exchanges, Platforms, or applications in association with an offer to sell, or trade, the Token associated with Work; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Work within one or more virtual environments.
Collectors have the right to sell, trade, transfer, or use their CILO Items, but Collectors may not make “commercial use” of the underlying Work including, for example, by selling copies of Work, selling access to the Work, selling derivative works embodying the Work, or otherwise commercially exploiting the Work.
The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Artist’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Artist’s honor or reputation; (ii) use the Work to advertise, market, or sell any third party product or service; (iii) use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Work in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Work; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work; (vii) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Work, whether on or off of the CILO Platform; (viii) falsify, misrepresent, or conceal the authorship of the Work or the CILO Item; or (ix) otherwise utilize the Work for the Collector’s or any third party’s commercial benefit.
The User agrees and acknowledges that the lawful ownership, possession, and title to a CILO Item is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Work provided by these Terms. Any subsequent transfer, dispossession, burning, or another relinquishment of a CILO Item will immediately terminate the former Owner’s rights and interest in the license or CILO Item as provided by these Terms.
The Artist owns all legal rights, titles, and interests in all intellectual property rights to creative Works underlying CILO Items Minted by the Artist on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Artist enjoys several exclusive rights to the Work, including the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform the Art. Subject to, and in accordance with these Terms, the Artist hereby acknowledges, understands, and agrees that minting a Work on the Platform constitutes an express and affirmative grant of the limited license rights to the Work to all subsequent Owners of the CILO Item, as provided herein.
CILO Items are unique, meaning that there should only ever be one digital token for a given Work of Art. Artist hereby acknowledges, understands, and agrees that minting a Work on the Platform constitutes an express representation, warranty, and covenant that the Artist has not, will not, and will not cause another to Mint, tokenize, or create another cryptographic token representing a digital collectible for the same Work, excepting, without limitation, the Artist’s ability to Mint, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Artist under copyright law.
The Artist hereby acknowledges, understands, and agrees that minting a Work on the Platform constitutes an express and affirmative grant to CILO, its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, 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 CILO 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.
The Artist and all Users irrevocably release, acquit, and forever discharge CILO and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for CILO's use of a Work in accordance with these Terms, including without limitation, CILO solicitation, encouragement, or request for Users or third parties to host the Work for the purpose of operating a distributed database and CILO's deployment or distribution of a reward, a token, or any other digital asset to Users or third parties for hosting Works on a distributed database.
You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CILO AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF CILO ITEMS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. CILO AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS. TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST TWELVE (12) MONTHS. Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.
YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS, AND THE INTERPLANETARY FILE SYSTEM.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.
CILO IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20, ERC-721, or ERC-1155 standards, including the CILO ecosystem.
You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by CILO in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing, or other attacks.
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 CILO Items, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the CILO ecosystem, and therefore the potential utility or value of CILO Items. The Platform, ETH, and digital assets could be impacted by one or more regulatory inquiries regulatory actions, or legislative policies which could impede or limit the ability of CILO to continue to develop the CILO Platform, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain. CILO Items may be encumbered by actual or possible copyright or trademark claims against the Item.
Use of the Platform, including the creating, buying, or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether creating, buying, or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with the use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.
These Terms will be governed by and construed under the laws of the Province of Ontario, without giving effect to any conflict of laws, rules, or provisions. You agree that any action of whatever nature arising from or relating to these Terms, the Site, or our Products will be filed only in the province or federal courts in Ontario. You consent and submit to the personal jurisdiction of such courts for any such action. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
These Terms may be discretionarily modified or replaced at any time unless stated otherwise herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform, you Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links).
The User acknowledges that CILO may modify, change, amend, or replace one or more of the Smart Contracts from time to time. The User agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.
You affirm that you are over the age of 18, as the Platform 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.
You agree to indemnify and hold harmless our company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
If you have any questions or concerns, including if you need to access this Agreement in an alternative format, we encourage you to contact us via e-mail at cs@CILO.io.
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