TERMS OF SERVICE

Effective Date: 1 July 2023

Last updated 6 August 2023.

TANGLED NFTs (ABN 25 661 165 003) ("We" or "Us") owns and operates tanglednfts.com (the "Site") and various third party social media messanging sites, channels, pages, groups and forums (collectively the Site, the "Services").

ACCEPTANCE & VARIATION OF TERMS

Your permission to access and use the Services is conditional upon you agreeing to the terms and conditions set out below ("Terms"). You must read these Terms carefully.

By accessing or using any part of our Services, you accept, or are deemed to have accepted (as the case may be), all or these Terms, as varied, modified or amended by us from time to time. If you do not agree with these Terms, you must not access or use any part of our Services.

TANGLED NFTs reserve the right to modify, permanently or temporarily disable, or discontinue any part of the Services and to alter, amend or withdraw any part of these Terms, or any information or material appearing on the Services at any time, without liability or further notice to you. Your continued use of the Services will constitute an automatic acceptance of any alterations, withdrawals or amendments made by us.

NO MINORS

The Services are designed for use only by people who are 18 years of age or older. Persons under 18 years of age must only use our Services with the consent of their parent or legal guardian. We may, in our discretion, request you to provide evidence of such consent, if applicable.

NFTs

TANGLED NFTs may release or sell certain cryptographic non-fungible tokens representing digital creative works and digital collectibles (NFTs) on or through our Services.
Unless otherwise stated, all of the NFTs will exist only on the OmniFlix Network (or compatible Cosmos IBC Blockchain) and we do not support any other system whatsoever. We will publicly disclose the official TANGLED NFTs collection address/es for our NFTs. Any NFTs which are not originally minted from these publicly disclosed address/es have no association affiliation with TANGLED NFTs, or endorsement by TANGLED NFTs, whatsoever.
Where TANGLED NFTs sells any NFT directly to you, we will have no obligation to transfer the NFT you to until such time as we receive payment in full of the specified valuable consideration (i.e. payment), in the correct denomination.
If any consideration provided by you is reversed or becomes invalid for any reason, you must immediately return any NFTs for which the consideration provided by you is no longer retained by us in full.
All title and risk in any NFTs which we sell directly to you, passes to you immediately upon us receiving the relevant consideration in full.
To the greatest extent permitted by law, subject to anything in these Terms to the contrary, all transactions are non-refundable and irreversible immediately upon execution.

NFT LICENCE TERMS

Any NFT that you purchase, or was originally purchased, directly from TANGLED NFTs on or through our Services (Original NFTs) is owned by the current holder absolutely and we have no right or ability to seize, freeze, or otherwise modify the ownership of any of the Original NFTs.
However, subject to the licence terms below, you acknowledge and agree that TANGLED NFTs retains full ownership of, and commercial rights in, all intellectual property rights in any creative work which is represented by the Original NFTs (Original Creative Work), including but not limited to the rights to exploit, market, promote, develop, integrate, research, modify, manufacture, sell or supply, and to sublicense for such purposes, for our commercial benefit.
(Personal Use Licence to Current Holders) Subject to your ongoing compliance with these Terms, TANGLED NFTs grants to the current holder (and not any previous holder) of an Original NFT a worldwide, non-exclusive, royalty-free, non-transferable (except in the case of a lawful transfer of the Original NFT) licence to use, copy, and display the Original Creative Work represented by the Original NFT held, solely for the following purposes:
- for your own personal, non-commercial use;
- as part of a third party NFT marketplace that permits the sale of the Original NFTs, provided that the marketplace cryptographically verifies each holder’s right to display the Original Creative Work for their Original NFT to ensure that only the actual owner can display the Original Creative Work; or
- as part of a third party website or application (Third Party App) that permits the inclusion, involvement, or participation of the Original NFTs, provided that the Third Party App cryptographically verifies each holder’s right to display the Original Creative Work for their Original NFT to ensure that only the actual owner can display the Original Creative Work, and provided that the Original Creative Work is no longer visible once the holder of the Original NFT leaves or disconnects from the Third Party App.

NOT AN INVESTMENT

The NFTs are released for enjoyment and/or for use within our related activities (such as granting access within compatible third party platforms or gaming interfaces). They are not meant as investments. We make absolutely no representation, promise or guarantee around the value (if any) that the NFTs may or may not have.

The information provided on this website does not constitute investment advice, financial advice, trading advice, or any other sort of advice and you should not treat any of the website's content as such. You must conduct your own due diligence and consult with appropriately qualified professionals before conducting any activities in the cryptocurrency, NFT and/or Web3 space.

INTELLECTUAL PROPERTY

Subject to any rights granted under the NFT Licence Terms above, you acknowledge and agree that TANGLED NFTs or its affiliates own all rights, title and interest, including intellectual property rights and moral rights (IP Rights) in the Services, Digital Assets created by us (including the Original NFTs), name and trade marks (including, without limitation, to Tangled NFTs, Tangled CosmNT, Tangled and the associated logos), and any content hosted or made available on or through the Services (including content produced or provided by other users), and that nothing in these Terms has the effect of, or should be construed as having the effect of, passing ownership of any such IP Rights, or those of any third party, to you or any other person whatsoever.

PRIVACY

These Terms are subject to our Privacy Policy which is incorporated by reference. By using our Services, you consent to us collecting your personal information. Please read our Privacy Policy so that you are aware of how we collect and use personal information.

THIRD PARTY SITES AND CONTENT

The Services may contain links to third party websites outside our control (Third Party Sites). The Services may also make available to you content hosted by Third Party Sites (Third Party Content). TANGLED NFTs takes no responsibility for content contained in any Third Party Sites, or any Third Party Content made available by us to you. TANGLED NFTs does not endorse any aspect of any Third Party Sites or Third Party Content. If links to Third Party Sites are provided, or access to Third Party Content, it is for convenience only. You access and use all Third Party Sites and Third Party Content entirely at your own risk.

If you choose to purchase goods or services from a third party, including from a Third Party Site accessed from or through the Services, you are entering a separate agreement with that third party, and expressly agree that we are not a party to any such transaction.

BREACH OF TERMS

If you breach these Terms in any way, you agree that we may in our sole discretion and without notice to you:

take any legal action we may have available against you;
block your use of our Services;
suspend, deactivate, or delete your account/s on our Services; and/or
disclose information about you and your use of the Site or the App for investigation by any enforcement body for your unlawful activity.

You agree that monetary damages may not be sufficient where your actions cause damage to us, whether by tarnishing our goodwill, causing a loss to sales or increasing our expenses and in such a case you consent to us obtaining injunctive or other equitable relief against you as a consequence of your violation.

DISCLAIMER

Our Services are delivered on an ‘as is’ and ‘as available’ basis, subject to all latent and patent defects (if any). In this context, we do not warrant that our Services will be error-free or uninterrupted.

Whilst all due care has been taken in providing our Services, to the greatest extent permitted by law:

we make no representations, and we do not give any warranties or make any guarantees, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose, including but not limited to financial investment purposes, whether or not such use or purpose is described by you to us or our representatives prior to these Terms taking effect; and
any condition, guarantee, or warranty which would otherwise be implied into these terms and conditions is excluded.

We are not responsible for any damage to your computer system or device which arises in connection with your use of our Services or any Third Party Site.

We accept no liability whatsoever in relation to any third party services or third party software or hardware which you may purchase or use in connection with our Services, including but not limited to any Digital Asset wallet software or service, any hardware Digital Asset wallet, and any third party Digital Asset marketplace or decentralised application.

We undertake to take due care with any information which you may provide when accessing our Services and to preserve such information in a secure manner in accordance with our Privacy Policy. We, however, do not warrant and cannot ensure the security of any information which you may provide and information you transmit to our Services is entirely at your own risk.

We provide no warranty as to the accuracy or currency of the account information or other information or data uploaded to our Services by any other person.

From time to time, we may host third party content on our Services such as advertisements and endorsements. Responsibility for the content of such material rests with those third parties and we are not responsible for any errors or omissions in such material or any damage caused either directly or indirectly by them.

LIMITATION OF LIABILITY

You acknowledge and agree that, to the greatest extent permitted by law:

you access and use our Services, and any systems operated by us, at your own risk and expense; and
you are solely liable for your own acts, omissions and negligence.

You acknowledge and agree that, to the greatest extent permitted by law, we are not liable for any Loss (as that term is defined in these Terms) to property or persons as a result of, whether directly or indirectly:

any wilful act, omission or neglect by you, or any other person;
the use, non-use or misuse of our Services by you, or any other person;
our Services failing, malfunctioning, or not functioning as you expect;
your reliance, or the reliance by any other person, on:
- any Content hosted or made available through our Services;
- any investment, business, accounting, tax, or financial advice or service provided by any person in contravention of these Terms;
any loss of fiat currency or Digital Assets resulting from malicious attacks against you, us, our affiliates, or our Services, including but not limited to, cyber attacks, hacking, and fraud;
any infringement of any third party’s IP Rights by you, or any other person; and
any breach of these Terms by you, or any other person.

TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES WILL WE BE LIABLE WHATSOEVER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR CONTINGENT LOSS, OR ANY LOSS OF PROFITS, LOSS OF OPPORTUNITY, LOSS OF CONTRACT OR BUSINESS RELATIONSHIPS, LOSS OF REPUTATION OR GOODWILL.

TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES WILL OUR LIABILITY EXCEED THE total amount paid by you to us.

INDEMNITY & RELEASE

Indemnity

To the greatest extent permitted by law, you will at all times indemnify and keep indemnified us and our respective officers, employees, contractors, agents and representatives from and against any and all Loss (as that term is defined in these Terms) (including legal costs and expenses on a solicitor and own client basis) incurred by any of those indemnified or released (as the case may be) arising from any action, claim, demand, suit, or proceeding made or brought by any person against any of those indemnified or released (as the case may be) where such Loss arose out of, in connection with, or in respect of:

any wilful act, omission or neglect by you;
your use, non-use or misuse of our Services;
your reliance on:
- any Content hosted or made available through our Services;
- any investment, business, accounting, tax, or financial advice or service provided by any person in contravention of these Terms; and
any liability for any tax, duty, imposition, fee or charge incurred by you as a result of your use of our Services;
any infringement of any third party’s IP Rights by you; and
any breach of these Terms by you.

Release

You release us and our respective officers, employees, contractors, agents and representatives from all liability in relation to the following matters:

any wilful act, omission or neglect by you, or any other person;
the use, non-use or misuse of our Services by you, or any other person;
our Services failing, malfunctioning, or not functioning as you expect;
your reliance, or the reliance by any other person, on:
- any Content hosted or made available through our Services;
- any investment, business, accounting, tax, or financial advice or service provided by any person in contravention of these Terms; and
any loss of fiat currency or Digital Assets resulting from malicious attacks against you, us, our affiliates, or our Services, including but not limited to, cyber attacks, hacking, and fraud;
any infringement of any third party’s IP Rights by you, or any other person; and
any breach of these Terms by you, or any other person.

CLASS ACTION WAIVER

To the greatest extent permitted by law, you agree that you may only bring a Claim against us in your individual capacity, and not as a plaintiff or class member in any putative class, collective and/or representative proceeding, and you hereby waive your right to do so.

REPORTING

If you encounter any content on our Services that you find offensive and which you believe violates these Terms, please report the content to us. So that we can efficiently deal with your report, please ensure that your report:

states the reason for your concern/s; and
clearly identifies the content by providing:
- a description of it; and
- a link to the specific page, post or content (if applicable).

CONFIDENTIALITY

You agree to keep confidential all Content hosted or made available on or through our Services (including Content generated by other users). If you receive or encounter any information which a reasonable person would consider to be confidential in nature, please contact us through any of our social media channels.

NOTICES & NOTIFICATIONS

We may send or issue notices to you from time to time through the user interface on our Services. You consent to receiving notices by the above means. We take no responsibility for any failure of delivery of any notice or notification to you for any reason whatsoever.

GENERAL

Disputes

Except as permitted by law, in the event of a dispute between you and us, or between you and any other person using our Services, you must:

notify us of the dispute through any of our social media channels;
provide us with full and complete details of the dispute;
providing such supporting information or documents as we reasonably request; and
act reasonably and in good faith with the other parties to the dispute in order to resolve the dispute amicably without formal legal action.

Entire Agreement

These Terms contain the entire agreement between the parties about its subject matter. Any previous representation, understanding, arrangement, agreement, or warranty relating to that subject matter is superseded by these Terms.

Jurisdiction

This Agreement is governed by the laws of the Northern Territory of Australia and each party submits to the non-exclusive jurisdiction of the courts of the Northern Territory.

Severability

Any provision of these Terms that is illegal, void or unenforceable will be read down or severed so as to preserve the remainder of these Terms which will continue in full force and effect.

Waiver

A failure or delay in the exercise or enforcement of any right, power or remedy available by law or under these Terms by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement of that or any other right, power or remedy. All waivers must be expressly given in writing to be effective and binding. No waiver of a breach of any provision of these Terms will operate as a waiver of another breach of that provision or of a breach of any other provision of these Terms.

RULES OF INTERPRETATION

Unless the context otherwise requires, any terms defined in bold text have the meaning allocated to them wherever they appear in these Terms.

The following rules also apply to the interpretation of these Terms, except where the context otherwise requires:

the singular includes the plural and vice versa;
words of any gender include all genders;
alternate grammatical forms of a defined term have a corresponding meaning;
a reference to a clause, paragraph, schedule, annexure, or appendix is a reference to a clause or paragraph of, and a schedule, annexure, or appendix to these Terms;
a reference to a document includes the document as novated, varied, or substituted from time to time;
a reference to a person includes a natural person, partnership, body corporate, association, joint venture, and governmental body, authority, agency or other entity;
a reference to a party is a reference to a party to these Terms and includes the party’s executors, administrators, successors, permitted substitutes (including by novation) and permitted assigns;
a reference to two or more persons is to any of them together and each of them individually;
a reference to legislation or regulations includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
‘including’ and similar expressions do not limit the generality of any provision of these Terms;
a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it; and
headings and table of contents are for ease of reference only and do not affect interpretation.