Kloov connections slTerm Of ServiceLast update: February, 2022
The purpose of these general conditions is to define the terms and conditions of use of the services offered on the site www.kloov.com (hereinafter: the “ Services ”), as well as to define the rights and obligations of the parties in this context. In particular, they are accessible at any time by a direct link at the bottom of the home page of the site www.kloov..com (hereafter: the "Site "). They may be supplemented, where appropriate, by conditions of use specific to certain Services. In case of contradiction, the special conditions prevail over these general conditions.
2 Operator of the site:
The Site and the Services are operated by the company KLOOV CONNECTION SL, with CIF number B16937765, whose head office is located at Carrer de Llull 48, Barcelona, (08005), Spain. KLOOV can be contacted at the following address:
3 Platform Licence
By registering as a user or using the services to sell, purchase and/or sell the Products offered within the Site, you are accepting a license, granted by KLOOV to access and make personal use of the Platform. You acknowledge that such license is limited, non-exclusive, revocable, non transferable, non-assignable, non-sublicensable, right to access and make personal use of the Platform, the Platform, subject in all respects to these Terms of Service, and not for redistribution of any kind (the “Platform License”). This Platform License does not include any resale or commercial use of (i) the Platform (ii) any Registration Data, (iii) any content, materials, information, text, data, copyrights, trademarks, logos, designs, insignia, images, photos, musical compositions, sound recordings, screenshots, videos, chats, posts, graphics, identifying marks, Site/App pages, software, and other original works of authorship and/or intellectual property uploaded to, or incorporated into, the Platform Content is and shall remain the sole and exclusive property of KLOOV (or the applicable third-party license or thereof), or (iv) any content, materials, information, text, data, copyrights trademarks, logos, designs, insignia, images, photos, musical compositions, sound recordings, screenshots, videos, chats, posts, identifying marks, graphics, and other original works of authorship and/or intellectual property that you or any other User submits or uploads onto the Platform (collectively, “User Content”), which User Content is and shall remain the sole and exclusive property of You or the applicable User (or the applicable third-party licensor thereof), unless subject to any other written agreement between KLOOV and you or any other User or third-party licensor, as applicable.
As between any User and KLOOV, KLOOV retains all right, title and interest in and to the Platform, throughout the world, in perpetuity, including, without limitation, (i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and date, (ii) all business processes, procedures, methods, and techniques used in the Platform, (iii) all other materials and content uploaded or incorporated into the Platform, including, without limitation, all Platform Content (but excluding User Content which as between KLOOV and the applicable User is owned by the applicable User subject to the User Content License granted to KLOOV pursuant to these Terms of Service), (iv) all associated trade secrets rights and other intellectual property and proprietary rights recognized anywhere in the world; and (v) the coordination, selection, arrangement and enhancement of such Platform IP as a Collective Work under the Intellectual Property Laws of Spain and regulations on copyright, and the United States Copyright Act, as amended (collectively, “KLOOV PLATFORM IP”), and nothing contained herein shall be construed as creating or granting to any User any right, title or interest in and to such KLOOV PLATFORM IP other than the express license granted therein pursuant to these Terms of Service. KLOOV PLATFORM IP is protected in all forms, media and technologies now known or hereinafter developed as well as by the domestic and international laws of copyright, trademarks, patents, and other proprietary rights and laws.
KLOOV trademarks, service marks, and logos (“KLOOV Trademarks”) used and displayed on the Platform are KLOOV’s registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks owned by third parties (the “Third-Party Trademarks”, and collectively with KLOOV Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks in any manner not expressly permitted by these Terms of Service (including, for the avoidance of doubt, the “NFT Terms” and all other provisions incorporated by reference in these applicable third-party, KLOOV’s products or a third party’s products or services (including, without limitation, the Platform), or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Additionally, you may not use any Trademarks as part of a link to or from the Platform without KLOOV’s prior express written consent. All goodwill generated from the use of any Trademark will inure solely to the benefit of KLOOV or the applicable third-party owner thereof.
Your violation of this Platform License may result in infringement of intellectual property and contractual rights of KLOOV, other Users of the Platform, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties.
3.1 Additional Platform License Rules
In return for the Platform License granted to you herein, You acknowledge and agree that KLOOV may generate revenues, increase goodwill, or otherwise increase the value of KLOOV, from your use of the Platform and any User Content You upload thereto, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, and usage data, and you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that you have no right to receive any income or other consideration from any User Content that you upload onto the Platform, or the use thereof by KLOOV and/or other users as described herein, and that you are prohibited from exercising any rights to monetize or obtain consideration from (i) any User Content uploaded by you or any other user onto the Platform or (ii) any User Content that you upload onto a third-party service via the Platform.
Not with standing anything to the contrary contained herein, you acknowledge and agree that: (i) the Platform License does not grant you, and you do not obtain, any copyright or other interest in and to any (A) Platform Content or other Platform IP or ( B ) User Content belonging to another User or a third-party licensor thereof; and (ii) the Platform License does not grant you, and subject to any third-party licenses obtained by you directly herein you do not obtain, any copyright or other interest in and to any User Content belonging to a third-party that you may upload to or share via the Platform. Additionally, any uses of any Platform Content or User Content by You that are not expressly authorized under these Terms of Service are subject to all rights of the applicable copyright owners thereof in law and in equity, and all rights are expressly reserved by such copyright owners thereof.
Nothing in the Terms of Service of the Platform License provided hereunder grants you a license to do the following any violation of the following will be deemed copyright infringement absent any defense(s) available under applicable law:
- Reproduce, distribute, publicly perform, communicate to the public, synchronize or otherwise use and exploit any sound recordings, musical works or digital artwork obtained by you other than as expressly permitted hereunder, and you are solely responsible for clearing the rights to any sound recordings, musical works or digital artwork which you source directly;
- Criticize the copyright owner of any sound recording, musical work or digital artwork, the author, composers or lyricists of any musical artwork in a manner that is not expressly permitted by the Terms of Service; and
- Without the separate permission of the applicable owner thereof: (i) use any aspect of any sound recording, musical work or digital artwork in a manner that is not expressly permitted by the Terms of Service; (ii) modify, change, or adapt the lyrics or fundamental work; (iii) to use the story of any musical work; or (iv) to criticize the copyright owner of any sound recording, musical work or digital artwork, the authors, composers or lyricists of any musical work, or the featured or non-featured recording artists of any sound recording.
To use any third-party User Content in any manner not expressly permitted hereunder, you will need permission from the applicable User in addition to the owner of any content and other materials incorporated therein. KLOOV is not responsible for putting you in touch with any other User or third-party owner for purposes of obtaining such permission.
3.2 Third parties sites and platforms (Third Party IP). In conjunction with the Services, KLOOV may provide links to sites owned by third parties and is not responsible for any omissions, actions or errors made by these third party services. KLOOV offers these links to facilitate the use of the Website to Users. KLOOV does not operate or control in any way the information, software, products or services available on third party sites. KLOOV's inclusion of a link to a website does not imply any endorsement of the site's services, its content, or the organization that owns and/or funds it.
3.3 User Content; User Content License
Subject to any third-party right in any pre existing content or materials included in your User Content, including, without limitation, any Platform Content, you retain all right, title and interest in and to any User Content (including all copyrights and other intellectual property rights thereto or contained therein) that you upload onto the Platform; provided, that you hereby grant to KLOOV and its affiliates, successors, licensees, and assigns, a non-exclusive, worldwide, perpetual, irrevocable, royalty-related free, fully paid, transferrable, assignable, sublicensable (through multiple tiers) right and license to use, copy, reproduce, display, distribute, publish, modify, adapt, make derivative works of, make collective works with, translate, and otherwise exploit (i) such User Content (including all copyrights and other intellectual property rights related thereto or contained therein) and (ii) your name, image, voice, likeness, biographical material, and any other right to publicity/privacy held by you in connection with such User Content, in any and all media now known or hereafter discovered, in connection with the Platform (including, without limitation, the operation thereof and the provision of any tools, products, services, functionalities and/or features now or in the future offered in connection therewith), the advertising, marketing, promotion, publicity, and merchandising of the Platform and any products and services related thereto, and to identify you as the source of your User Content (collectively, the “User Content License”).
For the avoidance of doubt, the User Content License granted to us hereunder covers our ability to sublicense to, and permit, other Users of the Platform to use your User Content in connection with all tools, products, services, functionalities and/or features made available in connection with the Platform from time to time, subject to the Terms of Service.
Moreover, the User Content License granted hereunder includes the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis; which means that you are granting KLOOV the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, AIE, SGAE, CEDRO, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms of Service to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms of Service or have such music publisher enter into these Terms of Service with us. Users should not presume that since you authored a musical work that you have all the rights necessary to grant us the licenses in these Terms of Service.
By submitting User Content to the Platform, you acknowledge and agree that KLOOV may create or license from third parties, Platform Content, or obtain User Content from other Users, that may be similar or identical to your User Content. You agree that you shall have no recourse against KLOOV for any alleged or actual infringement or misappropriation of any proprietary or other right in or related to the User Content you provide to KLOOV. You acknowledge and agree that your submission of User Content to the Platform does not create any new or alter any existing relationship between you and KLOOV.
You hereby represent and warrant to KLOOV that: (i) all User Content uploaded by or on your behalf onto the Platform is your original work of authorship for which you are the sole and exclusive owner, or that you have obtained all licenses, consents, releases, and other permissions from the applicable third-party owner thereof as may be necessary to grant KLOOV the User Content License in and to such User Content hereunder, and (ii) KLOOV’s and/or any other User’s or sublicensee’s use of the User Content as permitted hereunder does not, and will not, violate any applicable laws or the rights of any third-party, including, without limitation, any right of publicity, right of privacy, copyright, patent, trademark, or other intellectual property right or any proprietary right.
You acknowledge that the User Content License granted to us hereunder is provided on a throughto-the-audience basis, meaning the owners or operators of social media channels or third-party messaging platforms will not have any separate liability to you or any other third-party for User Content Posted or Used on such External Sites via the Service
By uploading any User Content to the Platform, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you upload on or through the Platform.
You acknowledge and agree that KLOOV may establish general practices and limits concerning use of the Platform, including without limitation the maximum number of days that User Content posted to the Platform will be retained by, or made available through, the Platform, and the maximum storage space that will be allotted on KLOOV’s servers on your behalf. You agree that KLOOV has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Platform. You further acknowledge that KLOOV reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice to you.
You acknowledge and agree that KLOOV is merely a passive conduit and hosting service for User Content and that it plays no active role in the distribution or presentation of User Content on the Platform, nor is it under any obligation to monitor User Content posted on the Platform (subject to the DMCA policy set forth below) and cannot and does not take any responsibility for such User Content. Further, KLOOV does not endorse, support or guarantee the completeness, accuracy or reliability of any User Content or communications posted via the Platform or opinions expressed therein. Use of or reliance on any User Content or materials posted via the Platform or obtained by you through the Platform is at your own risk. For the avoidance of doubt, KLOOV will not be liable for any unauthorized use of User Content by any User.
Fan: Refers to any natural person using the Site in order to purchase tokens from artists in order to benefit from exclusive advantages, such as (but not limited to) exclusive access to Prereleases tracks and/or Tickets to Live performances
Artist: Refers to any natural person who in his capacity as artist-author or self-entrepreneur -approved by KLOOV- uses the Site to sell NFT’S on his behalf.
User: Refers to any natural person, registered or unregistered using the Site, whether it’s an Artist, or a Fan.
Score: Refers to the figure produced by KLOOV from multiple data points that gives an indication of the artistic and economic performance of an Artist.
Product(s): Refers to the Token, or Prerelease, or Live Performance Ticket, or NFT indifferently.
NFT: A unique intangible object whose ownership is immutably and inviolably recorded within a blockchain and which allows its owner to be identified. Any User who has acquired an NFT will have real ownership of it, and for an indefinite period.
Token: a fungible intangible asset representing, in digital form, one or more rights that can be issued, registered, retained or transferred on a blockchain and that allows its owner to be identified ("Token" or "Utility Token"). More specifically, each Utility Token will give its purchaser priority access to the Label's NFT sales. Certain Token holders will also have access to benefits in kind, determined by the Label, and the Artists, with the support of the Platform. The holding of an NFT or a Token therefore transfers :
- The right of intangible property of the Products granted by the Label to the User; once acquired, the Fans will be able to freely dispose of said tokens, and in particular resell them on the internal Marketplace or via compatible third party platforms, without the intervention of KLOOV.
-The right to reproduce and communicate to the public the Recording and / or the associated Artwork and / or any Work (excluding any right of adaptation), as well as the right to use the Name and / or Image of the Artist, only for the purpose of promoting and allowing the resale and / or exchange of NFTs and Tokens, excluding any right including intellectual property allowing the commercial exploitation of the above elements together or separately. Initial issue: refers to the period of 30 full days during which the Artist issues a number of Tokens corresponding to the quantity of Tokens intended for the market, within the limit of the global quantity provisioned by the smart contract of KLOOV.
Marketplace: Refers to the portions of the Site that allows Users to trade, sell and/or buy NFT’s and Tokens from Fan to Fan.
Platform: Refers to KLOOV’s website and KLOOV’S third party providers.
Reward: Refers to the benefit in kind offered by the Artist and exclusively distributed by the Artist and his representatives, pre-releases from songs, exclusive content, tickets to live performances, backstage passes, and any other exclusive content given by the NFT’s.
Index: Refers to KLOOVs proprietary algorithm that retrieves the external data of an Artist and produces a weekly score. The Index's mission is to interpret the artistic and economic progression of the Artists on the Site.
Fanbase: Refers to the Fan community attached to an Artist following the purchase of Tokens issued by the Artist.
Wallet: Means the user's personal cryptocurrency storage and trading service, which must be connected to the user's account to access the services.
Services: Refers to all services provided by KLOOV on the Website and in particular, the service allowing Customers to buy Tokens and NFTs from artists, the service of analysis and classification of artists, the service of retrieving contact details of Customers linked to the Artist, the service of providing wallet integration, the services intended to accompany the Customer in the search and selection of Artists for the purchase of Tokens, as well as the service of creation and acceptance of sale and purchase orders on the secondary market.
Site: Refers to the website whose address is www.kloov.com
Users: Refers to Artists and Fans.
5 User Registration
Use of the Services may be done by registered and unregistered users. To register on the Site, you must complete the account creation form provided for this purpose. The User must provide all the information marked as mandatory (indicated with asterisks). Any incomplete registration will not be validated. Prior to its validation, the registration of the Artists is examined by KLOOV. The registration request is assessed with regard to the following criteria: - the presence of The Artist on music streaming platforms, content platforms, as well as the authenticity of his community.
- The Artist must be committed to the development of his career and must justify a development strategy.
- The Artist must have published at least one musical project on music streaming platforms (examples: EP, single, album). KLOOV reserves the right to refuse any registration request, at its discretion and without The Artist being able to claim any compensation whatsoever in this regard
To notify the User of the validation of his registration, KLOOV sends him a confirmation email. The validation of the registration leads to the opening of an account in the name of the User (hereafter: the "Account"), giving him access to a personal space (hereafter: the "Personal Space") which allows it to manage its use of the Services in a form and according to the technical means that KLOOV deems most appropriate to provide said Services. The User guarantees that all the information he gives in the registration form is accurate, up-to-date and sincere and is not vitiated by any misleading nature. He undertakes to update this information in his Personal Space in the event of any changes, so that they always correspond to the aforementioned criteria. The User is informed and accepts that the information entered for the purposes of creating or updating his Account is proof of his identity. The information entered by the User binds him as soon as they are validated.
The User can access his Personal Space at any time after identifying himself using his connection identifier and password. The User undertakes to use the Services personally and not to allow any third party to use them in his place or on his behalf, except to bear full responsibility. He is prohibited from creating and using more than one Personal Account per User on the Site. The User is also responsible for maintaining the confidentiality of his username and password. He must immediately contact KLOOV at the coordinates mentioned in article 2 hereof if he notices that his Account has been used without his knowledge. He acknowledges KLOOV's right to take all appropriate measures in such a case. Regarding the authentication to the Wallet, KLOOV has no control and no access. Therefore, KLOOV will not be able to provide support if the User encounters difficulties in accessing or using his Wallet. KLOOV recommends that Users contact directly the support services of their Wallet provider.
6 Services offered by the Site.
The Site allows Fans to purchase Tokens and NFT’s (the Products) from the artists by bidding in an auction of such Products to purchase them in order to obtain exclusive advantages such as (but not limited to) pre releases from songs, backstage passes, exclusive content and tickets to live performances (Rewards), and then buy/sell these assets between users on the secondary market (hereafter: the "Marketplace").
6.1 NFT Purchases
- The Site offers a list of Artists from whom the Fan can purchase NFTs or trade them in exchange for crypto-currency, within the limit of the Artist's available stock.
- The Fan can consult the page of an Artist and evaluate the potential of the latter by using the information proposed by the Artist and produced by the Index. The Client may also follow the Artist and add him or her to his or her watchlist.
- The Fan, depending on the number of Tokens held for each Artist, is eligible to obtain the Rewards announced by the Artist.
- The Token(s) purchased by the Customer can be viewed from their dashboard. The Site specifies the Rewards to which the Customer is eligible according to the number of Tokens he has for each Artist, and only if he is the first owner of the Card. Indeed, if the Card is traded and sold via the secondary market, the second and following owners are not eligible for Rewards.
- The Site provides the contact information of a Client to the Artist if and only if he is a member of the Fanbase. The Site has no role and holds no responsibility for the delivery of Rewards. The allocation and delivery in time and quantity of Rewards is the responsibility of the Artist and his teams.
- The Site offers a Marketplace, in which the Client can create buy orders to purchase Tokens from other Clients, as well as sell orders (if and only if the Client is in possession of X share of adequate Tokens in its Wallet) to sell a share or all of its Tokens to other Clients. On the Marketplace, the Site does not exercise any power and cannot guarantee the redemption of Tokens offered for sale via sell order by Clients. The Site only ensures the transaction between Customer’s Wallets. In order for a buy or sell order to be executed, a Client must perform the actions necessary to accept the order.
The NFT Platform allows you to bid on, purchase and otherwise transact in. Any NFT that you acquire on the Platform is not hosted or stored by KLOOV, but will be in your possession such as in your designated cryptocurrency wallet, and your ownership of the NFT will be recorded on the applicable blockchain. KLOOV has no obligation or liability to you for keeping, storing, or helping you recover any KLOOV that you purchase hereunder.
When you purchase an NFT, you own the NFT but you do not own any intellectual property rights in the Content except for the license grants expressly set forth herein.
In certain instances, a purchase of an NFT may come with a commitment by KLOOV that the NFT will be “one of a kind” or a similar designation (“Unique NFT”). In such an instance, KLOOV commits that it will not sell any other NFT featuring the same Content as associated with such Unique NFT. KLOOV will also provide you with such documentation as determined by KLOOV that attests that KLOOV has not sold or distributed or otherwise made available any other NFT that is associated with the same Content as associated with your Unique NFT.
For clarity, KLOOV does not represent, warrant or guarantee that others have not created or downloaded their own copies of such Content (including via unauthorized ripping or downloading of such Content), or that others will not attempt to sell their own NFTs featuring such Content. KLOOV has no obligation or liability to take down such other NFTs featuring such Content. Further, the foregoing does not restrict the KLOOV from selling other Content of the same event as featured in any Unique NFT, as long as such other Content is different from the Content of the Unique NFT (e.g., different clip length, camera angle, background music, etc.)
7 Payment terms.
Payment and Billing. When you make purchases through the Platform, including, without limitation, any purchase for (i) non-fungible tokens (“NFTs”), (ii) a one-off payment for any reason, or (iii) any additional product or service made available on or across the Platform for purchase, you must provide and maintain valid payment information (e.g., credit card number) in connection with your Account with us or with your third-party mobile application provider (e.g., Apple Store or Google Play Store). You represent and warrant that you are authorized to use the payment method you use via the Platform to make any purchase. You authorize us (or the provider of any subscription to which you subscribe) to charge your payment method for the total amount of your purchase (including any applicable taxes). Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.
Payment Processing for Purchases. Payment processing services for any purchases made via the Platform are currently provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service and continuing to operate an Account, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of KLOOV enabling payment processing services through Stripe, you agree to provide KLOOV with accurate and complete information about you and/or your business, as applicable, and you authorize us to share such information and transaction details related to your use of the payment processing services provided by Stripe. For clarity, Stripe serves as our provider solely for processing payments in U.S. dollars in connection with purchases made by Users on the Platform.
Pricing and Taxes. All prices are shown in the official currency of the user's country and/or other relevant currencies such as USD, or cryptocurrencies, they do not include applicable taxes, unless we or the subscription provider states otherwise. You are responsible for any sales, use, value added or other governmental taxes, fees or duties due with respect to your order. We or the applicable User making the purchased items available on the Platform may collect applicable taxes if we or such User determines there is a duty to collect them.
Errors. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged.
Smart Contracts Transactions. To initiate certain transactions on the Platform, a User must voluntarily invoke one or more Smart Contract operations from a blockchain wallet such as Ethereum or Polygon Network. All such transactions on the Platform, including but not limited to transfers, offers, bids, listings, sales, or purchases of NFTs are initiated though 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 an NFT. 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.
Non-Custodial Service Provider. Certain transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. KLOOV does not own or control any third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. The Platform facilitates User collection of NFTs, but neither KLOOV, its affiliates or the Platform, are the custodians of any User-owned NFTs or any cryptocurrencies. You affirm that you are aware and acknowledge that KLOOV is a noncustodial service provider and has designed the Platform to be directly accessible to NFT transactions by the Users without any involvement or actions taken by KLOOV or any third party. In the event you are a winning purchaser of an NFT, you must pay the purchase price within 1 business day after the close of the auction, or such other time as may be specified in the particulars of the NFT auction or sale.
You will not be eligible to collect your purchased NFT until after KLOOV has received all applicable purchase amounts from you, and KLOOV completes all purchaser identification and registration procedures, including, but not limited to, completing any anti-money laundering and/or anti-terrorism financing checks, that KLOOV may require to its satisfaction. If in our opinion, you do not satisfy our bidder identification and registration procedures, we may refuse to register you to bid or permit your participation in the sale and if you make a successful bid, we may cancel your bid and sell the NFT to another person.
Once KLOOV has completed all bidder identification and registration procedures set forth above, KLOOV will contact the buyer of a NFT to arrange for secure transmission of the purchased NFT via a cryptocurrency wallet or other mutually agreed upon means. Such buyer is solely responsible for any errors that may occur in such transfer due to providing us incorrect information about their wallet, its keys, or other relevant information required to facilitate such transfer.
When you make purchases through the NFT Platform, including, without limitation, any purchase for NFTs, you must provide and maintain valid payment information (e.g., credit card number) in connection with your Account with us. You represent and warrant that you are authorized to use the payment method you use via the NFT Platform to make any purchase. You authorize us (or the provider of any subscription to which you subscribe) to charge your payment method for the total amount of your purchase (including any applicable taxes). Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. Other payment terms for purchases are set forth in the payments sections of the Terms of Service.
We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the NFT Platform, or any other payment or transactions that you conduct via the NFT Platform. We do not provide refunds for any purchases that you might make on or through the NFT Platform (whether for NFTs or anything else).
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the NFT Platform or NFTs, except for income taxes levied on us as a result of any such purchases of NFTs.
The price of the Services is indicated on the Site and on each NFT and Token. Unless otherwise stated, it is expressed in the crypto-currency selected by the Artist as counterparty. An equivalence in US dollars is always specified. KLOOV reserves the right, at its free discretion and according to terms and conditions of which it will be the sole judge, to offer promotional offers or price reductions. Prices and commissions are exclusively collected in crypto-currency and only occur when the parties involved in a transaction agree to the execution of the transaction through the Signature feature of their respective Wallet.
7.2 Revision of prices. The price of Services may be subject to revision by KLOOV at any time, at its discretion. The User will be informed of this revision directly on the Site. The User who does not accept the new prices must end his use of the Services in accordance with the terms set out in article 20. Failing this, he will be deemed to have accepted the new prices.
7.3 Invoicing. Neither KLOOV nor the Site are responsible for producing invoices for transactions that have taken place within the Site. The Customer can request an invoice from the Artist without guarantee of a positive response. The Client may refer to the proof of Transaction on the blockchain via the websites Polygonscan https://polygonscan.com/ or Etherscan https://etherscan.io/ as evidence.
7.4 Terms of payment. The terms of payment of the price of the Services are described on the Site. The payment is made by Wallet from the payment interface developed by KLOOV. The payment process is exclusively orchestrated and managed by the correspondent Blockchain. The User guarantees KLOOV that he has the necessary permissions to use the Wallet connected to his account. He agrees to take the necessary steps so that the automatic debit of the price of the Services can be affected.
8 Assupmption of Risks.
You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These including, but are not limited to, risk of losing access to NFT due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Each NFT has no inherent or intrinsic value.
There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any blockchain network, however caused. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same.
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the NFT Platform, and therefore the potential utility or value of your NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your NFTs.
Any purchase or sale you make, accept or facilitate outside of the NFT Platform of an NFT will be entirely at your risk. We do not control or endorse purchases or sales of NFTs outside of the NFT Platform. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Platform
We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these NFT Terms, for any failure or delay in fulfilling or performing any of our obligations under these NFT Terms or in operating the NFT Platform, when and to the extent such failure or delay is caused by or results from any events beyond KLOOV’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, cyberattack, and other similar events beyond our control.
8.1 Third-Party Communications and Third-party Content
KLOOV disclaims all liability for any communications directed to you from any third-party directly or indirectly in connection with the Platform ("Third-Party Communications") that you may receive, and any actions you may take or refrain from taking as a result of any Third-Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communications. KLOOV assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communications.
The Platform may include third-party content or links (such as hyperlinks) to third-party websites, products or services (including external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) that are not owned or controlled by KLOOV (collectively, “Third-Party Content”). They are provided as an information service, for reference and convenience only. KLOOV does not control any such Third-Party Content and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, or products or services. Inclusion of any Third-Party Content on the Platform does not constitute or indicate KLOOV’s endorsement thereof and KLOOV shall not be liable or responsible for any Third-Party Content transmitted through the Platform. You shall be subject to any additional terms and conditions of use, guidelines or rules applicable to any Third-Party Content that you access through the Platform ("Third-Party Terms"). All such Third-Party Terms are hereby incorporated by reference into these Terms of Service. You acknowledge and agree that KLOOV will not and cannot censor or edit any Third-Party Content and that you shall assume the sole responsibility for and risk associated with your use of Third-Party Content, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. Accordingly, KLOOV encourages you to be aware when you leave the Platform and to read the terms and conditions of use and privacy policies associated with any Third-Party Content.
By using the Platform, you expressly relieve and hold KLOOV harmless from any and all liability arising from your use of any Third-Party Communications and Third-Party Content, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third-Party Content on the Platform or the failure of such ThirdParty Content to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from Third-party Content.
9 Limitations on Platform Use
Platform Content and any User Content belonging to another User may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose except as facilitated by the tools, products, services, functionalities and/or features made available to Users of the Platform, or without the express prior written consent of KLOOV, the applicable User, and/or the applicable third-party owner thereof, in each instance. With limiting the foregoing, while using the Platform, you may not conduct any of the following activities:
- Defame, abuse, harass, stalk, threaten, bully, or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of KLOOV or other Users, or use information learned from the Platform to otherwise defame, abuse, harass, stalk, threaten, bully, intimidate or mislead, or otherwise violate the legal rights of KLOOV or any other User outside of the Platform.
- Upload User Content to the Platform, or otherwise interact with other Users/User Content to communicate or distribute information, that is defamatory, profane, infringing, obscene, pornographic, unlawful (e.g., drug use or other criminal activity), offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, misandry and misogyny, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload User Content to the Platform containing nudity.
- Upload User Content to the Platform, or otherwise interact with other Users/User Content in a manner, that makes a political message for or against any person, party, political belief or issue, or religion, or that is harshly critical of any author, artist, contributor, or copyright owner of any content or materials embodied therein.
- Upload User Content to the Platform for which you are not the owner, or for which you have not obtained all rights, clearances, licenses and other consents required to do so and to grant KLOOV the User Content License in and to such User Content set forth herein.
- Publish or make available, or request or solicit other Users to publish or make available, any personal contact or location information (e.g., phone number, e-mail address, physical address, third-party platform social media handles, location information, etc.), whether via any public or User interaction features and functionalities available on the Platform as described in Section 6 above, or in or through any User Content uploaded to the Platform.
- Solicit or induce, or attempt to solicit or induce, other Users on the Platform to take any actions that could be harmful to such Users or any other person or property, or that otherwise would violate any applicable laws.
- Use the Platform for any purpose in violation of applicable local, state, national, or international law.
- Use or otherwise export or re-export the Platform or any portion thereof, or the Platform Content or User Content in violation of the export control laws and regulations of the United States of America or European Union.
- Upload User Content, or files that contain software or other material, that violates the intellectual property rights (or rights of privacy or publicity) of any third-party or for which you have not obtained the necessary rights or permissions to use accordingly.
- Upload User Content, or files that contain software or other material, that features any person that has not given you express permission to include such person in such User Content and who has not granted you all rights necessary or required for you to upload such User Content, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection with such User Content.
- Upload User Content, or files that contain software or other material, that features any person under the age of eighteen (18) (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence) without first obtaining written permission from such person’s parent or legal guardian, and which written permission grants you all rights necessary or required for you to upload such User Content, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection with such User Content.
- Upload User Content or files that contain viruses, Trojan horses, corrupted files, malware, spyware, bugs, or any other similar software that may damage or infiltrate the operation of any other User’s computer.
- Advertise or offer to sell any goods or services for any commercial purpose through the Platform, or otherwise post commercial advertisements, affiliate links, and other forms of solicitation, without KLOOV’s prior written consent in each instance (and KLOOV may remove from the Platform without notice to you at any time).
- Conduct or forward surveys, sweepstakes, contests, pyramid schemes, or chain letters.
- Impersonate another person or User or knowingly allow any other person or entity to use your identification or account to post or view comments on, or otherwise utilize, the Platform.
- Download any User Content or file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Platform.
- Restrict or inhibit any other User from using and enjoying the Platform.
- Imply or state that any statements you make are endorsed by KLOOV or any other User, without the prior written consent of KLOOV or such User.
- Use a robot, spider, manual and/or automatic processes, or devices to data-mine, datacrawl, scrape or index the Platform in any manner.
- Hack or interfere with the Platform, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by KLOOV or any other User
- Upload User Content that provides materials or access to materials that exploit people under the age of eighteen (18) in an abusive, violent or sexual manner.
- Use the Platform to collect Registration Data by electronic or other means.
- Use the Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining KLOOV’s trade secret information for public disclosure or other purposes.
- Direct message any User who has asked you not to do so. Contact any User for commercial or marketing purposes without Kloov’s consent.
- Use, transfer, distribute or dispose of Platform IP or User Content in any manner that could compete with the business of KLOOV.
- Cause or induce any third-party to engage in the restricted activities above.
The License granted to you in these Terms of Service terminates automatically upon any unauthorized use of the Platform and KLOOV will take appropriate investigative and legal action for any illegal or unauthorized use of the Platform. You acknowledge that violation of any of the above restrictions may subject you to third-party claims and none of the rights granted to you in these Terms of Service may be raised as a defense against any third-party claims arising from any such violation.
If you encounter any User Content that violates, or learn of any User who has violated, these Terms of Service and any of the Platform usage restrictions set forth above, please email KLOOV at [email protected] or inform us through the applicable reporting functionality offered via the Platform. KLOOV may, but is not obligated to, take any of the actions set forth in Section 10 below against Users who violate any of the above restrictions.
10 Representations and Warranties.
You hereby acknowledge and assume the risk of initiating, interacting with, participating in the Platform or NFT transactions and take full responsibility and liability for the outcome of any transaction you initiate, whether or not the smart contracts, NFTs, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Platform, and in initiating Ethereum-based transactions.
You represent and warrant that: (i) (1) all Registration Data and (2) all User Content and other information that you submit onto the Platform, is true, accurate, current and complete; (ii) that you are the sole owner of all right, title and interest in, or have obtained all necessary rights and licenses from the applicable third-party owner of, any User Content or other information you submit or upload onto the Platform to grant KLOOV the rights set forth herein, free and clear any of further payment or attribution requirements; and (iii) that such User Content and other information, when used for the purposes in which it is submitted onto the Platform, does not infringe upon the rights of any third-party, including, without limitation, contract rights, intellectual property rights, proprietary rights and rights of publicity/privacy. You acknowledge and agree that you shall be solely responsible for all Registration Data, User Content and other information that you post, upload, link to, publish, exchange, or display onto the Platform and that KLOOV reserves the right to reject, refuse to post, edit, modify, remove all or a portion of any such Registration Data, User Content or other information from the Platform that KLOOV determines, in its sole discretion, does not comply with these Terms of Service, or for any other reason, without notice or liability to you.
You represent and warrant that any User Content, Registration Data, and other information that you upload to the Platform: (i) will not be fraudulent or involve the sale of counterfeit or stolen items; (ii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (iii) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (iv) will not be obscene or contain child pornography or be harmful to minors; (v) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) will not create liability for KLOOV or cause KLOOV to lose (in whole or in part) the services of its Internet service providers (ISPs) or other partners or suppliers; (vii) will not features any person that has not given you express permission to include such person in such User Content and who has not granted you all rights necessary or required for you to upload such User Content, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection with such User Content; and (viii) will not feature any person under the age of eighteen (18) (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence) without first obtaining express written permission from such person’s parent or legal guardian, and which written permission shall grant you all rights necessary or required for you to upload such User Content, including, without limitation, such person’s name, image, voice, likeness, biographical material, and any other right of publicity/privacy held by such person in connection with such User Content.
11 Unlawful Activity; Suspension and/or Termination of Platform Access
We reserve the right to investigate complaints or reported violations of the Terms of Service and to take any action we deem appropriate, including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to Users’ Account, profile name, e-mail addresses, usage history, uploaded User Content, IP addresses, and traffic information.
We further reserve the right, in our sole discretion and without notice or liability to you, to disable your Account, suspend or terminate your use of, or access to, the Platform (either in whole or in part), or remove, block, hide or otherwise delete any User Content that you upload to the Platform, at any time for any reason with any conditions, including, but not limited to, if we believe that you have violated or acted inconsistently with these Terms of Service or any applicable law or that you have engaged in conduct that we determine to be inappropriate or unacceptable in our sole discretion, including, without limitation, any violation of the restrictions set forth in Section 8 hereof. We may also disable your Account, suspend or terminate your access to the Platform, or remove, block, hide or otherwise delete any User Content you upload to the Platform, if you file any claim against KLOOV or file any claim that involves the Platform. We also reserve the right, in our sole discretion, to seek and obtain any other remedies available to us pursuant to any applicable laws and regulations or at equity as a result of your breach of these Terms of Service or any other act or omission by you that gives rise to a claim by KLOOV, and our disabling of your Account, our suspension or termination of your use of, or access to, the Platform, or our removal, blocking, hiding, or deletion of any of your User Content, shall be without prejudice to, and shall not be deemed a waiver of, the foregoing. If we terminate, limit, or suspend your right to use the Platform, you are prohibited, without KLOOV’s prior written consent, from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third-party, even if you may be acting on behalf of the third-party. In the event your right to use the Platform terminated, limited, or suspended, these Terms of Service will remain in effect and enforceable against you.
You may terminate these Terms of Service at any time by deleting your Account and ceasing all use of the Platform. Please note that, deleting the Platform from your computer or mobile device will not delete your Account, and any User Content that you have previously uploaded will remain on the Platform. If you wish to delete your Account, please login to your Account on the Site or click the Account profile icon in the App, and once inside your Account profile, select "Delete Account". Please note that if you delete your Account, all User Content will automatically be deleted. Additionally, if you wish to delete any particular item of User Content that you have uploaded to the Platform, you can do so using the User Content deletion functionalities within the Platform; provided, deleting your User Content will not delete your Account or terminate these Terms of Service.
Notwithstanding the foregoing, all sections of these Terms of Service which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Service.
12 Intellectual property
12.1 The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by KLOOV within the Site are protected by all intellectual property rights or rights of database producers in force. All disassembly, decompilation, decryption, extractions, reuse, copies and more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of KLOOV are strictly prohibited. and may be the subject of legal proceedings.
12.2 The Site is the exclusive property of KLOOV. It is protected by copyright, trademark, trade secret and other laws. KLOOV owns and retains all rights to the Content and the Services. Hereby KLOOV grants the User a limited, revocable and non-sublicensable license to reproduce and display the Content of the Site (to the exclusion of any software code), solely for his personal use in the framework for viewing and using the Site.
12.3 The Artist grants KLOOV a free, non-exclusive license for the use, modification, public display, reproduction, distribution and sublicensing on www.kloov.com and on partner sites of the Content that he publishes on www.kloov.com, in particular the information of his Profile and the Rewards. If KLOOV wants to use the Songs of the Artist inside a commercial or for promotional use, it will require the explicit agreement of the Artist or their representatives. This license ends when the User removes their content from www.kloov.com. If necessary KLOOV undertakes that the partner sites also remove this content as soon as possible. More particularly, The Artist grants, free of charge, to KLOOV a license on the following rights:
- The right to reproduce, to fix, to slice, to download, to allow the downloading, to compress for the purposes of exploitation and execution of the Services the Content, free of charge or paid, in whole or in part, in any format, on any medium including electronic, digital, computer or 15 videographic and by any tangible or intangible process, whether these media and processes are existing or future, predictable or unpredictable;
- The right to represent and publicly communicate the Tokens, Rewards and Content associated, in whole or in part, free of charge or for a fee, in all physical or intangible places, through all media, all networks and all means of dissemination, whatever nature they may be, existing or future, predictable or unpredictable, such as, without this list being exhaustive, communication networks including internet and mobile telephony, public projection, television, radio or display;
12.4 Concerning the Reward (s) made by the Artists and received by the Customers, The Artist grants, free of charge, a right of exploitation of the Reward(s) made to KLOOV who can use them, by any means and on any support, for the purposes of promoting the Site and KLOOV. He renounces to ask KLOOV for any remuneration, royalty, indemnity or financial compensation in this regard.
12.5 Infringement of Third Parties Trademark. KLOOV reserves the right to remove any Platform Content or User Content that allegedly infringes another party’s trademark, service mark or other intellectual property right. KLOOV will terminate, in appropriate circumstances, Users who are repeat infringers of another party’s trademark or service mark.
13 Advertising/Sponsorships on Platform
The Platform may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Platform is accurate and complies with applicable laws, regulations and guidelines, with respect to product/service endorsements and paid sponsorships/advertisements. KLOOV will not be responsible for the illegality of or any error or inaccuracy in advertisers’ or sponsors’ materials or for the acts or omissions of advertisers and sponsors.
14 Disclaimer of Warranties; Limitation of Liability
You hereby release and forever discharge KLOOV, its members, managers, subsidiaries, affiliates, licensors, partners in promotions or other business, or any of such parties respective agents, employees, officers, directors, managers, members, vendors, third party licensors, corporate partners, participants successors and assigns (collectively the “KLOOV Parties”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Users of the Platform or any third party links, advertisements or other content). TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. KLOOV MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENTNESS, COMPLETENESS OR RELIABILITY OF ANY PLATFORM CONTENT OR USER CONTENT PROVIDED THROUGH THE PLATFORM OR THIRD-PARTY CONTENT LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN. KLOOV DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND KLOOV WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WITHOUT LIMITING THE FOREGOING, NEITHER KLOOV NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY CONTENT, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER KLOOV NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. NEITHER KLOOV NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. KLOOV AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
YOU ACKNOWLEDGE AND AGREE THAT KLOOV IS ONLY WILLING TO PROVIDE THE PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD KLOOV PARTIES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY KLOOV OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL ANY KLOOV PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ANY KLOOV PARTY IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED EUROS (€100.00). Users acknowledge and consent to the risk that the price of an NFT purchased on the Platform may have been influenced by User activity outside of the control of KLOOV or the Platform. KLOOV does not represent, guarantee, or warrant the accuracy or fairness of the price of any NFT sold or offered for sale on or off of the Platform. The User agrees and acknowledges that KLOOV is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of NFTs or to police User behavior on any Marketplace.
Certain transactions on the Platform, 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 NFTs may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of either the Ethereum blockchain or the Polygon 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 NFTs, or lost opportunities to buy or sell NFTs. We assume no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.
15 Dispute Resolution.
In case that any User, whether it’s a Client or Artist should have any claim or in the event that a controversy or dispute arises regarding the Services provided by KLOOV and subject to this Terms of Services; the User agrees to resolve such controversy in an amicable way by conciliation and negotiation of the issue, according to the following guidelines:
15.1 Complaint notice. By sending an email to contact [at] kloov.com or sending a written letter to the address in clause 2 in attention to KLOOV CONNECTION SL. A response to your notice shall be done within the next 28 days of the reception of it. If no response is given within the period mentioned or in case is a negative response, the User agrees to settle any controversy or dispute first by Mediation following these guidelines:
15.2 Mediation.The User has the right to have recourse free of charge to a mediator of the consumption for the amicable resolution of any dispute relating to the execution of the present that would oppose him to KLOOV, under the conditions envisaged in the articles L611-1 and following and R612-1 and following of the Code of the consumption. In case of complaint possibly formulated by a European consumer, who would not have found an amicable solution with the customer service of KLOOV, the aforementioned consumer will be able to use the European platform of settlement of the disputes of the right of the consumption accessible to the following url address: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN
16 Governing Law and Jurisdiction; Time Period for Disputes
The Terms of Service are governed by and construed in accordance with the laws of Spain, without reference to principles of conflicts of laws, and any action arising out of or relating to these Terms of Service shall be filed only in the courts located in Barcelona and you hereby consent and submit to the exclusive personal jurisdiction and venue of such courts for the purpose of litigating any such action. You agree that regardless of any applicable statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever and fully barred.
KLOOV may freely assign, sub-contract and/or otherwise transfer any or all of its rights and/or obligations under these Terms of Service to any KLOOV, firm or person. You may not transfer your rights or obligations under these Terms of Service to anyone else. These terms of Service shall be binding upon all assignees or third parties that receive NFTs.
18 Waiver and Severability of Terms; Entire Agreement
19 Open Source Software.
The Platform contains certain open source software. Each item of open source software is subject to its own applicable license terms.
20 Electronic Communications; Feedback
The communications between you and KLOOV use electronic means, whether you use the Site or send us emails, or whether KLOOV posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from KLOOV in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that KLOOV provides to you electronically satisfy any legal requirement that such communications would satisfy if it were required to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
If you choose to contribute by sending us or our employees, agents or representatives any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively, “Feedback”), then regardless of what your communication with KLOOV may say, the following terms will apply, so that future misunderstandings can be avoided. By sending us Feedback, you agree that: (i) KLOOV has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; (ii) Feedback is provided on a non-confidential basis, and KLOOV is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and (iii) you irrevocably grant KLOOV a perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
If KLOOV decides to modify the terms of service, you will be notified with the updated document, which you can either reject or accept. The acceptance of the new terms is required to continue using KLOOV services.