Terms of Service

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND APSTATION CORP. THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION ‎18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION ‎18 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION ‎17 (GOVERNING LAW) WILL APPLY INSTEAD.

Agreement to Terms: By utilizing our Services, you are consenting to adhere to these Terms. If you decline to adhere to these Terms, you are not permitted to utilize the Services.

Privacy Policy: Please refer to our Privacy Policy, which also regulates your utilization of the Services, to learn about how we gather, utilize, and disclose your information.

Changes to these Terms or the Services: We reserve the right to revise the Terms periodically at our discretion. If we do so, we will inform you by updating the Terms on the Site, within the App, and/or through other means of communication. It's crucial that you review the Terms whenever they are updated or when you use the Services. By continuing to use the Services following the posting of updated Terms, you are indicating your acceptance and agreement to the modifications. If you do not agree to abide by the modifications, you should cease using the Services. As our Services are continually evolving, we may alter or terminate all or any portion of the Services, at any time and without prior notice, at our sole discretion

Terms Applicable to Buyers and Sellers. If you engage with the Services to acquire or vend NFTs, you're termed a "Buyer" or "Seller" respectively. If you fall under either category, you consent to the following supplemental terms:

1. Purchase Terms. While the NFT sale terms are viewable on the ApStation Platform, they're solely established by Buyers and Sellers, dictating facets like NFT Content usage and associated benefits ("Purchase Terms"). ApStation isn't a party to these Purchase Terms, which remain strictly between Buyers and Sellers. ApStation doesn't ensure compliance with these terms, nor does it mediate disputes, including those concerning NFT authenticity or associated intellectual property rights. Communication, agreement, and enforcement of Purchase Terms, along with dispute resolution, solely rest with Buyers and Sellers. Sellers must adhere to and fulfill Purchase Terms for all NFT sales. Upon purchasing an NFT via the Services, you gain personal property rights over the NFT's electronic record, enabling its sale or disposal. However, unless specified, these rights exclude ownership of NFT Content's intellectual property, offering only a license for personal, non-commercial use, resale, or use within compatible third-party offerings.

1.1 Fees and Expenses.

Transactions on the ApStation Platform may incur fees collected by ApStation to support NFT creators and the platform, as detailed on the Site or within these Terms. You agree to cover all applicable fees, including Gas Fees and hosting charges, with ApStation authorized to deduct these fees directly from amounts paid by Buyers. Payments to Creators exclude Taxes, for which ApStation bears no responsibility. Each party is accountable for Taxes on their income or property. Buyers are responsible for all related fees. Additionally, Blockchain interactions may involve transaction or Gas Fees imposed by the Blockchain, solely your responsibility.

1.2 Revenue Share and Fees.

Sellers receive Revenue minus the Transaction Fee from initial NFT sales on the ApStation Platform. The Transaction Fee, agreed upon during NFT listing, represents a percentage of the Revenue from each sale and may vary.

2. Terms for Creators. If you're using the Services to create and deploy, you're classified as a "Creator" and agree to the subsequent terms:

2.1 Royalties.

Creators may receive a percentage of Revenue in subsequent sales by other Sellers, known as the "Artist Royalty Fee," as specified during NFT creation.

2.2 NFT Content.

Creators retain exclusive ownership of NFT Content, granting ApStation a perpetual, irrevocable license to utilize the content for platform operations, including hosting, marketing, and facilitating NFT sales.

2.3 Creator Responsibilities and Benefits.

Creators are responsible for acquiring necessary rights and administering benefits associated with their NFTs, including clearing rights, acquiring services, and ensuring compliance with Purchase Terms.

2.4 Promotions Tool.

The Services may offer a Promotions Tool for administering promotions. By using it, you release ApStation from liability, acknowledging that promotions aren't sponsored or administered by ApStation.

Taxes.

You bear full responsibility for all expenses associated with your usage of the Services, including identifying, collecting, reporting, and settling all relevant Taxes. As defined here, "Taxes" encompass various governmental charges mandated by law, such as taxes, duties, levies, tariffs, and other impositions, both local and national, including indirect or withholding taxes, as well as personal or corporate income taxes. Maintaining accurate Tax records and adhering to reporting obligations linked to our Services fall solely under your purview. Additionally, you are solely accountable for ensuring the precision of any information submitted to tax authorities, including data derived from our Services. We retain the right to disclose any activities conducted via the Services to pertinent tax authorities in compliance with applicable regulations.

Your Content.

1.1 Uploading Content.

Through our Services, you can share various types of content, including text (in posts or messages), files, documents, graphics, images, music, software, audio, and video. Anything you post or make available through the Services, excluding Feedback, is termed "User Content." This may encompass NFT Content. ApStation does not assert ownership over any User Content, and these Terms do not diminish any rights you hold to your User Content.

1.2 Authorization for Your User Content.

By sharing User Content via the Services, you grant ApStation a non-exclusive, transferable, worldwide, royalty-free license, with sublicensing rights, to utilize, copy, modify, create derivative works from, distribute, publicly display, and perform your User Content in connection with operating and offering the Services.

1.3 Your Accountability for User Content.

You bear sole responsibility for all your User Content. You affirm that you possess (and will continue to possess) all requisite rights to grant us the license rights over your User Content as outlined in these Terms. Additionally, you affirm that neither your User Content nor its use and provision via the Services will violate any third party's intellectual property rights, rights of publicity or privacy, or contravene any applicable laws or regulations.

1.4 Deletion of User Content.

You have the option to delete certain User Content. However, please note that in some cases, certain User Content (such as posts, comments, or NFT Content) may not be entirely eradicated, and copies may persist within the Services or NFT. To the fullest extent permitted by law, we bear no responsibility or liability for the removal or retention (or failure thereof) of any of your User Content.

Copyright Policy. ApStation upholds copyright legislation and expects its users to adhere to the same standards. It is our protocol to discontinue, when warranted, the accounts of users who repeatedly violate the rights of copyright holders or are suspected of doing so.

Links to External Websites or Resources. The Services, including the App, might grant access to third-party websites or additional resources. This access is provided solely for convenience, and we bear no responsibility for the content, products, or services offered on or through those resources or any links presented on such websites. You acknowledge full responsibility for and assume all risks associated with your utilization of any third-party resources.

Warranty Disclaimers.

The Services, including the Promotions Tool, any content within, and any NFTs (including associated NFT Content) listed within are provided "as is" and "as available," without any warranties or conditions, whether express or implied. ApStation (and its suppliers) do not warrant that the Services: (I) will meet your requirements; (II) will be available on an uninterrupted, timely, secure, or error-free basis; or (III) will be accurate, reliable, complete, lawful, or safe. ApStation disclaims all other warranties or conditions, express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement, to the maximum extent permitted by applicable law, concerning the Services, any content within, and any NFTs listed within.

Furthermore, we expressly disclaim all liability or responsibility concerning third-party services. Neither our endorsement nor recommendation of any third-party services is implied by any use of our Services in connection with them.

ApStation does not warrant that any content on the Services is accurate, complete, reliable, current, or error-free. We will not be liable for any loss incurred from any action taken or reliance on material or information contained on the Services. While we strive to ensure the safety of your access to and use of the Services and any content within, including any NFTs listed within, and our servers, we cannot guarantee that they, or our servers, are free of viruses or other harmful components. We cannot ensure the security of any data disclosed online. By providing information and transacting online over the internet, you accept the inherent security risks and will not hold us responsible for any security breaches.

ApStation will not be responsible or liable to you for any loss, and takes no responsibility for, and will not be liable to you for, any use of the Services, including but not limited to any losses, damages, or claims arising from: (I) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses; (II) server failure or data loss; (III) blockchain networks, cryptocurrency wallets, or corrupt files; (IV) unauthorized access to services; or (V) any third-party activities, including, without limitation, the use of viruses, phishing, brute-forcing, or other means of attack.

NFTs are intangible digital assets, existing solely through the ownership record maintained within the applicable blockchain network. Any transfer of title occurring in any unique digital asset takes place within the decentralized ledger of such blockchain network. We do not guarantee our ability to effect the transfer of title or right in any NFTs or other digital assets, or that any associated payment will be successful.

You bear full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase through the Services. Regardless of any indicators or messages suggesting verification, ApStation makes no claims regarding the identity, legitimacy, or authenticity of assets on the Services.

The Services may become unavailable due to various factors, including but not limited to periodic system maintenance, scheduled or unscheduled, acts of nature, unauthorized access, viruses, denial of service or other attacks, technical failure of the Services and/or telecommunications infrastructure or disruption. Therefore, we expressly disclaim any express or implied warranty regarding the use and/or availability, accessibility, security, or performance of the Services due to such factors. We do not make any representations or warranties against the possibility of deletion, misdelivery, or failure to store communications, personalized settings, or other data.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above disclaimers of warranties may not apply to you.

General Terms. 1.1 Reservation of Rights. ApStation and its licensors exclusively own all rights, titles, and interests in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

1.2 Disclosures. You acknowledge and agree that circumstances may arise, including those related to your purchase or selling activities on the Site, which may create actual or potential conflicts of interests between your interests and those of others, including other users, counterparties, or ApStation. ApStation maintains a conflicts of interest policy to handle any such actual or potential conflicts of interests. In the event of an actual or potential conflict of interest between yourself and ApStation, ApStation will take reasonable steps to ensure fair treatment. You also acknowledge and agree that ApStation and its affiliates have the discretion to maintain commercial relationships with third parties, such as liquidity providers or executing dealers. These third parties may engage in transactions with you regarding any purchase or sale activities, from which ApStation and/or its affiliates may derive financial and other benefits.

1.3 Entire Agreement. These Terms constitute the entire understanding and agreement between ApStation and you regarding the Services, superseding all prior oral or written understandings or agreements. In the event that any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permissible. Without prior written consent from ApStation, you may not assign or transfer these Terms, except where permitted by applicable law. ApStation may freely assign or transfer these Terms without restriction. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Notices. Any notices or communications provided by ApStation under these Terms will be delivered via email or by posting to the Services. For notices sent via email, the date of receipt will be deemed the date on which the notice is transmitted.

1.4 Waiver of Rights. ApStation’ failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of a right or provision must be in writing and signed by a duly authorized representative of ApStation to be effective. The exercise by either party of any remedies under these Terms will not prejudice its other remedies under these Terms or otherwise, unless expressly provided otherwise in these Terms.