Last Revised: August 26, 2021
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT — To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask for a copy of your driver’s license or other identifying documents.
PLEASE READ THESE TERMS OF PLATFORM CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FOUNDATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Pictta reserves the right to change or modify these terms at any time and in our sole discretion. If we make changes to these terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the service or updating the “last updated” date at the beginning of these terms. By continuing to access or use the service, you confirm your acceptance of the revised terms and all of the terms incorporated therein by reference. We encourage you to review the terms frequently to ensure that you understand the terms and conditions that apply when you access or use the service. If you do not agree to the revised terms, you may not access or use the service.
1. Description of the Services
Pictta is a marketplace for registered users (“Users”) to create and acquire digital collectibles on blockchains. We are not a broker, financial institution, or creditor. The services are an administrative platform only. Pictta facilitates transactions between the buyer and seller in the auction but is not a party to any agreement between the buyer and seller of Digital Creations (defined below) or between any users.
Digital Creations include, but are not limited to, images, audio, video, or other media formats. Each Digital Creation may be represented in the form of non-fungible token digital assets (“NFT”) that themselves may be created by reference to a smart contract on the Flow blockchain (and other blockchains may be available) created by Pictta (“Smart Contract”). The Platform will present the NFT of a Creator (collectively and individually, the “Digital Creation”) and individuals can browse Digital Creations and purchase NFTs associated with a Digital Creation (the availability of these Services on the Platform shall be referred to as the “Marketplace Services”).
2.1 Collectors. Users will be able to search, browse, click on links, purchase and sell NFTs. The holder and legal owner of a NFT (“Collector”) will have no intellectual property rights to that Digital Creation.
2.2 Creators. Users will be able to upload Digital Creations onto the Platform (“Creators”). Pictta has sole discretion regarding acceptance and hosting of Digital Creations. Pictta reserves the right to immediately remove any Digital Creation from the Platform for any reason or for no reason without notice.
3. Access to the Platform
3.3 Modification of the Platform. Pictta reserves the right, at any time, to modify, suspend, or discontinue the Services and/or Platform (in whole or in part) with or without notice to you. You agree that Pictta will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.
3.4 Modification of the Smart Contract. Pictta reserves the right, at any time, to modify, suspend, or discontinue the Smart Contract, and to mandate migration to a new version of the Smart Contract where Pictta deems it appropriate. Pictta also reserves the right to pause new bids or to close auctions in order to ensure orderly or efficient migration to a new version of the Smart Contract. Collectors and Creators will be given one week’s notice of any proposed migrations via email, if provided, and through Pictta’s social media channels including the Platform.
3.5 No Support or Maintenance. You acknowledge and agree that Pictta will have no obligation to provide you with any support or maintenance in connection with the Platform, unless specifically contracted for under a separate agreement.
4.2 You acknowledge that all intellectual property underlying the Digital Creation is owned or controlled by the Creator.
5. User Content
5.2 Maintenance and Backups. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR CREATING AND MAINTAINING YOUR OWN BACKUP COPIES OF YOUR USER CONTENT, INCLUDING ANY MODIFIED AND UNMODIFIED DIGITAL CREATIONS FOR WHICH YOU HOLD A NFT OR OTHERWISE HOLD ANY RIGHTS. YOU UNDERSTAND AND AGREE THAT PICTTA MAY DISCONTINUE PROVIDING THE PLATFORM AND/OR THE SERVICES AT ANY TIME, AND PICTTA IS NOT AND WILL NOT BE LIABLE FOR PRESERVING OR FAILING TO PRESERVE USER CONTENT, INCLUDING ANY MODIFIED AND UNMODIFIED DIGITAL CREATIONS FOR WHICH YOU HOLD A NFT OR OTHERWISE HOLD ANY RIGHTS.
5.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
5.3.1 You agree not to engage in conduct and/or use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
5.5 Feedback. If you provide Pictta with any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Pictta all rights in such Feedback and agree that Pictta shall have the right to use and fully exploit such Feedback and related information in any manner it deems, in its sole discretion, appropriate. You agree that you will not submit to Pictta any information or ideas that you consider to be confidential or proprietary, and any Feedback provided to Pictta may be treated by Pictta as non-confidential and non-proprietary.
7. Fees and Digital Creation Sales.
7.1 Digital Creation Sales. Pictta has a fee schedule on buyer and seller of the NFTs. Any fees imposed by Pictta shall be outlined in the buying and selling process on the Platform. Pictta may introduce premium services and impose fees related to such services in the future.
7.2.1 In order to place a bid, offer or buy a NFT, you must have created a profile and provided an email address.
7.2.2 Purchases of NFTs and deposits for NFT auction sales can be paid with pre-paid USDC or using a credit card through one of Pictta’s payment processors. If you choose to pay using a credit card, you will be directed to our payment processor’s interface to enter your credit card and other payment details.
7.2.3 Your placing of a NFT order constitutes your express agreement to Pictta charging the full purchase price of the NFT at such time. You will be charged the full purchase price at the time of placing the order. All NFT orders are final and you may not cancel your NFT order at any time.
7.2.4 The placing of a NFT order does not guarantee you the right to purchase the NFT. You acknowledge and agree that Pictta may decline or delay reservations to avoid chargebacks.
8. Assumption of Risk.
You accept and acknowledge:
8.1 You are solely responsible for determining what, if any, taxes apply to your purchases and sales of NFTs. Pictta is not responsible for determining the taxes that apply to NFT transactions.
8.2 Pictta is not responsible for exploits that are not reasonably foreseeable. While Pictta has taken a number of precautions to ensure the security of the Smart Contract, the technology is relatively new, and it is not possible to guarantee that the code is 100% free from bugs or errors.
8.3 There are risks associated with accepting cryptocurrencies as payment and purchasing blockchain based NFTs, including but not limited to, the risk of losing private keys, theft of cryptocurrency or NFTs due to hackers finding out your private key, lack of a secondary market, significant price volatility, hard forks and disruptions to the underlying blockchain. You accept and acknowledge that transfers on the underlying blockchain are irreversible and as a result, it is not possible for Pictta to issue refunds on NFT purchases.
8.4 Where a Digital Creation has been delisted from the Platform, Pictta will cease supporting services such as IPFS hosting for the Digital Creation and its NFT.
8.5 Pictta cannot guarantee payment of any royalties to Creators where transactions involving NFTs occur on third-party platforms or directly between Collectors.
9. Third-Party Links & Ads; Other Users
9.1 Other Users. Each User is solely responsible for any and all of its own User Content. Any descriptions and explanations of Digital Creations are posted for informational purposes only and may not be independently verified by Pictta and/or its partners. Therefore, your reliance on such information is at your own risk. You should always verify information on our Platform before making a bid or purchase. Because we do not control User Content and/or other third-party platforms and resources, you acknowledge and agree that we are not responsible for the accuracy or availability of any User Content and materials and/or external sites or resources, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Users are solely between you and such Users. You agree that Pictta will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.
9.2 Release. You hereby release and forever discharge Pictta (and our officers, employees, agents, successors, and assigns) 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 and/or User Content (including any interactions with, or act or omission of, Users or any links or advertisements of third-parties). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
10. Accuracy of Information.
We attempt to ensure that the information that we provide on this Platform is complete, accurate and current. Despite our efforts, the information on this Platform may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on this Platform.
11.1 THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND PICTTA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
11.2 YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON PICTTA IN MAKING A PURCHASE, BID, OR SALE. PICTTA DOES NOT ENDORSE ANY OTHER THIRD-PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT PICTTA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER CREATORS OR COLLECTORS.
11.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
12. Limitation of Liability
12.2 Pictta SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE AS A RESULT OF YOUR FAILURE TO KEEP YOUR WALLET SECURE. Pictta SHALL NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR FINANCIAL INFORMATION, WHICH INCLUDES YOUR PRIVATE KEYS.
12.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
12.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
13. Term and Termination.
14 .General Provisions.
14.1 Privacy of Others. If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user via the Platform or through the Services.
14.2 Password Security. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Platform and the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Pictta Account by third parties and the loss or theft of any NFT or digital assets held in your Pictta Account and any associated accounts.
14.3 Contact Information. You are responsible for keeping your email address and telephone number (if so necessarily required to be provided) up to date in your Pictta Account profile in order to receive any notices or alerts that We may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Pictta and/or failure to follow or act on any notices or alerts that We may send to you. In the event you believe your Pictta Account information has been compromised, contact Pictta Support immediately at support@Pictta.com.
14.4 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities. You can check your transaction records through your
14.5 Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Pictta. Always log into your Pictta Account through the Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
14.6 No Warranty. We do not represent that the Service, the Platform or Pictta Accounts, APIs, and related services, will be available without interruption. Although We will strive to provide you with continuous operations, We do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do We guarantee that any order will be executed, accepted, recorded, or remain open.
14.7 The Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied or statutory. To the maximum extent permitted by applicable law, Pictta specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. Pictta does not make any representations or warranties that access to the site, any part of the Platform, the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
14.8 Pictta makes no representations about the accuracy or completeness of historical digital cryptocurrency price data available on the Platform. Pictta will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner, but Pictta makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
14.9 Waiver of Class Action. To the extent permissible by law, all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively “Class Action Waiver”). The arbitrator may not consolidate more than one person's claims or engage in any class arbitration. You agree that, by entering into this Agreement, you and Pictta are each waiving the right to a trial by jury and the right to participate in a class action.
14.10 Relationship of the Parties. Pictta is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and Pictta to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Pictta to be treated as the agent of the other.
14.12 Amendments. We may amend or modify this Agreement by posting on the Platform or emailing to you the revised Agreement or a link to it, and the revised Agreement shall be effective at that time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Pictta Account. You agree that We shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Platform, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, We will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
14.13 Assignment. Except as permitted under this Agreement, you may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Pictta affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
14.14 Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
14.15 Change of Control. In the event that Pictta is acquired by or merged with a third-party entity, We reserve the right, in any of these circumstances, to transfer or assign the information We have collected from you as part of such merger, acquisition, sale, or other change of control.
14.16 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Pictta Account cancellation, debts owed to Pictta, general use of the Platform, disputes with Pictta, and general provisions, shall survive the termination or expiration of this Agreement.
14.17 Governing Law. You agree that the laws of Singapore, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Pictta, except to the extent governed by federal law.
14.18 Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, widespread illness, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
14.19 Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in Mandarin. Any translation provided may not accurately represent the information in the original Mandarin version of the Agreement.
14.20 Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.
14.21 Contacting Pictta. If you have any feedback, questions, or complaints, contact us via our Customer Support (email@example.com) or write to us at Pictta, 31/F, Hysan Place, 500 Hennessy Road, Causeway Bay, Hong Kong. When you contact us, please provide us with your name, address, and any other information We may need to identify you, your Pictta Account, and the transaction on which you have feedback, questions, or complaints.
14.22 Service Accuracy. Although We intend to provide accurate and timely information on the Platform, any material or information displayed on the Platform (including, without limitation, the Content) and/or the Services may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding Pictta policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and We shall have no liability for such decisions. Links to third-party materials (including, without limitation, the Platform) may be provided as a convenience but are not controlled by Us. You acknowledge and agree that We are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.