TERMS AND CONDITIONS of the services providing by UNIQLY

FOREWORD AND PREAMBLE

This document named as Terms And Conditions of the services providing by UNIQLY includes provisions governing the services and establishes legal frames for the services providing by the UNIQLY named as the “Provider” or “Company” at the further part of this terms and conditions. The general rules introduced in this document establishes the rights and obligations of the Provider and the Users. The terms and conditions applies to all services, worldwide until the Provider decided, at his own discretion to change the provisions of this document.

We deeply believe, that you act in the best faith, and your activities involved with use of UNIQLY do not violate any rights of any person or company. As an professional and innovative Company, we do everything to ensure that our products are not used to violate or disturb any rights of any business entity or a person. We believe, that you act fair and your main goal is to freely create and express yourself through your creations and protect your intellectual property rights with the possibilities provided by NFT and blockchain technology. Hereinafter we grant you license for usage of our software and technology but we expect, that your activities involved with our technology will follow our rules and standards.

DEFINITIONS

PROVIDER – Uniqly OÜ Harju maakond, Tallinn, Kesklinna linnaosa, Maakri tn 19/1-7K, 10145, Estonia Registry Code 14705916

USER – a person (physical or legal) using the services provided by Provider according to the provisions of the terms and conditions.

PHYSICAL PERSON – a person who is legally permitted to enter into contractual relationships and, typically the age of 18 years.

LEGAL PERSON – a legal entity established under the provisions of the law, legally permitted to act on his behalf on the market, especially to enter into contractual relations, the liabilities and

SERVICES – all services provided by the Provider to the Users under the provisions of this terms and conditions.

WEBSITE – the internet domain, design and the source code of the website www.uniqly.io the unique internet address of the Provider, used by Provider to offer a services to the Users.

APPLICABLE LAW – the law of the state (country) which applies to the legal relationships between Provider and User.

NFT – Non Fungible Token. The technology based on blockchain, which allows you to sign and protect your intellectual property rights on the modern way. Our NFT allows you to sign a digital file and create your own NFT token.

ITEM – the physical thing like a t-shirt or a , designed by the User and produced and transported to the User by the Provider,

BURNING OF THE NFT TOKEN – the process in which you use your NFT token created in our service a payment for the physical product (e. g. t-shirt or cup) designed by you and produced by our Company for you.

WARRANTY – the right of the User to receive the full quality product when the product provided by Us was faulty. Although we keep the highest standards of our services, we know that sometimes strange situation can just occure, and you, as a costumer, fully protected by the regulations of civil law, may be entitled to redeem a new thing free from any failures or, if we fail to provide you with the full quality product, to receive your money back. Under the applicable law, we are obliged to repay your money if the physical thing is faulty and we fail to provide you fully quality product. Note that according to these terms and conditions, we can only pay back to you the price of the physical thing, not the worth of NFT token.

PAYMENTS – all transfers of assets, made with the fiat (fiduciary currencies) or with the cryptocurrencies, under the provisions of this terms and conditions. According to the provisions of these Terms and Conditions, all payments for the services offered by Provider are made only in NFT tokens.

THIRD PARTY RIGHTS – the rights belonging to the third party, like copyrights, trademarks, industrial design rights, trade dresses or any other intellectual property rights, protected by the law.

LIMITATIONS OF LIABILITY – the provisions that limits the liability of the Provider, especially applied to the situations of the violation of third party rights made by the User. Thus Provider does not accept any legal liability for the activities undertaken by the Users.

VERIFICATION OF IDENTITY – procedures established by the Company to ensure that you use your own identity during the process of creation of the NFT.

MARKETPLACE – a digital platform that is a part of the UNIQLY.IO environment, offering the possibility to sell and buy items from three collections including UniqGenesis, UniqGenerator and UniqCollections. UNIQLY Marketplace offers you three possibilities to make transactions. You can buy the item by participating in the auction, offering the highest price, and winning. You can also buy the item for the price defined by the seller. The third possibility is to make the seller an offer with the price specified by you. If the seller accepts your offer, you can buy the item. UNIQLY Marketplace uses API delivered by OpenSea it means that our project is supported by well-experienced partner who shares their technology with UNIQLY.

BUY NOW – the straight and simple form of buying items on the Marketplace. You simply agree to pay the price defined by the seller. To buy the item, you need to click the “Buy now” button and follow the steps on the screen to make a payment and complete the transaction.

SET PRICE – a form of selling items in which the seller defines the price of an item and offers it for sale for the fixed or declining over time price.

MAKE OFFER – as a potential buyer, you can make the seller an offer with your price for the item. If the seller accepts your offer, you can buy the item.

RESERVE PRICE – a hidden minimum price that the item in the auction must reach to be sold. If none of the bids are equal to or greater than your reserve price, the listing will end without selling the item.

AUCTION – the form of selling items during which the seller offers items for sale and sets the starting price (minimum bid) and the reserve price equal to or greater than ETH 1. If you want to buy the item offered at an auction, you can participate by making offers (the BID offer) through the Uniqly system. The highest offer in the open auction wins, and the person who offered the highest price purchases the product. If you decide to sell your item at an auction, you must meet our requirements. You need to set a minimum price (minimum bid), the reserve price equal to or greater than ETH 1, and the maximum duration time, which represents the lifetime of the auction after which the auction expires.

LISTING – an offer with the item that you put up for sale on the UNIQLY Marketplace.

MINIMUM BID – the starting price of an item visible to everyone.

BID price – the maximum price the buyer is willing to pay the seller for the item he offers on the Uniqly Marketplace.

1. SERVICES

1.1. User, according to the provisions of these terms and conditions is entitled to use and enjoy the services provided by the Provider through the Website.

1.2. User accepts all provisions of this terms and conditions and other regulations which applies to the User (e. g. Privacy Policy and other documents governing the terms of using of our services.

1.3. Uniqly owns all intellectual property and other rights, title and interest in and to its site and service (except for user-provided content). Your use of the site and service does not grant you any right, title or interest to these properties, except as follows. Uniqly grants you a limited, revocable license to access and use the site and service for its intended purpose: the provision of an online, on-demand, customizable NFT Items generator. You may only use the site and service according to Uniqly terms, rules, and guidelines found on its site, and Uniqly may revoke this license and limit your access to the site and service according to Section 10.

2. CHANGES OF THE TERMS AND CONDITIONS

2.1. This terms and conditions can be changed by the decision of Provider at his own discretion. We are constantly improving and extending our services to meet your requirements and introduce our visions to life and business.

2.2. If UNIQLY decide to change these terms and conditions, you will be inform via e-mail of the changes and asked to accept amendments introduced by new terms and conditions to continue using services provided by our Company.

2.3. If you disagree with amendments introduced to the terms and conditions you are strictly obliged to immediately finish the using of our services (website, generator, others).

3. LIMITATION OF LIABILITY

You use Uniqly site and service at your own risk. Uniqly provides its site and service without any express or implied warranties. Uniqly is not responsible for the actions, content, information, or data of third parties. You release us, our directors, officers, employees, and agents from any redeems and damages, known and unknown, arising out of or in any way connected with any redeem you have against Uniqly or any related third parties.

4. FORBIDDEN USE OF THE SERVICE

4.1. By accepting this terms and conditions, User accepts and acknowledges that some activities, especially activities listed below, will be considered illegal according to the law, the terms and conditions and the policy of the Provider.

4.2. Forbidden use are as follows:

a) any interference with the website or services in general using the viruses, malware, or any other computer programs or technologies, designed to disrupt or damage any software or hardware, including any form of injection of source code through the website.

b) any use of a robots or any other software designed to automatically monitor activity on or copy information from the site or the service, except search engines, traffic counters or similar basic performance monitoring technology.

c) any impersonation for another person or entity.

d) any act of copying, modifying, creating derivative work from, reverse engineering, decompile or disassemble any technology used to provide the site and service.

e) use any graphics, photos, meta tags, terms, keywords, or similar tags that contain Uniqly name or trademarks or third party trademarks nor third party copyrights;

f) engage in any activity that interferes with another user's ability to use or enjoy the site and service, including activity that places a disproportionate burden on the site and service compared to ordinary use from a single, ordinary user;

g) assist or encourage any third party in engaging in any activity prohibited by this agreement;

or

h) use the site and service to promote hate speech, obscenity, or any content that violates customary standards or rights of any person (physical or legal) or group of people.

4.3. All listed above in points a) to g) forms of forbidden usage of the token and the services provided by Uniqly are strictly forbidden under the provisions of this terms & conditions. If Uniqly find the activity of the User as a forbidden practice listed in points a) – g), Uniqly will, at his own discretion, immediately ban (block) the User from the access of all services provided by Uniqly. Uniqly reserves the right to disallow user from access to services provided by Uniqly and perpetually deny the User account.

5. VERIFICATION OF IDENTITY AND COPYRIGHTS

5.1. You can use our services without the verification of your identity.

5.2. You can chose from one of two possible options of signing your product. If you chose to sign your product with your nickname (login or e-mail ore any name you chose) and you don’t want to participate in verification process, your NFT or product can be sign with the name you chose but the name is unconfirmed and we do not verify your identity so we are not responsible for the authenticity of the sign. If you chose to sign your product with the real name, for example sportsman, influencer, movie star, politician or your own name, we will ask you to confirm your identity.

5.3. The process of verification of your identity bases on the social media profiles created by you in social media platforms like Twitter, Facebook or Instagram. If you send us a link to a confirmed profile on one of this media and you prove that the profile belongs to you, we confirm your identity.

5.4. UNIQLY reserves the right to control and check if your activity involved with services provided by Us, do not violate any third party rights, including trademarks, copyrights, industrial design rights, trade dresses or any other intellectual property rights, protected by the law.

5.5. If UNIQLY finds that your project created with technology provided by UNIQLY violates the intellectual property rights of third party as stated in point 5.4 above, UNIQLY will immediately stop the processing of your project, remove the project from our system and ban your access to the website. UNIQLY reserves a right of retention of all money paid by the User who breach the clauses 5.4 of these terms and conditions. The amount of money (or tokens) paid by You to the UNIQLY for your product will be considered as a additional fee for UNIQLY involved with the costs of ensuring that your activity does not violate any third party rights.

5.6 If you upload designs or make custom NFT item in any way (for example, adding custom text, photo, graphic or logo), you represent and warrant to Uniqly that you have all necessary rights (for example, in trademark, copyright, privacy rights, publicity rights, common law, etc.) to use the text or design without violating the rights of any third party. Uniqly may, in its sole discretion, refuse to print any designs or text that you submit. However, Uniqly is not obligated to review any of your submissions.

5.7. Uniqly is not obliged to refund the fee for the rejected item under this provisions.

5.8 You agree to (i) indemnify and (ii) release Uniqly from all liability (including costs and attorney's fees) for redeems relating to the alleged or actual infringement of any third-party rights and any law to the extent that such redeems relate to your use of Uniqly site and service.

5.9. If You are the famous person and you prove your identity, we can offer you a special terms of cooperation, but we need to be 100% sure that your identity is confirmed and we reserve a right to check your identity with other methods and procedures then listed above in clause 5.3.

6. VIRTUAL ITEMS, TOKENS, BURNING OF NFT AND REDEEM PROCESS

6.1. User is allowed to create virtual items (projects t-shirts, others). If you create an item in our system, we provide you the NFT token which confirms that you are owner and creator of this virtual item.

6.2. If You want to transfer your project into the real life, You can order a physical thing produced by Us (UNIQLY) for You.

6.3. If You order the physical product deigned by You with UNIQLY, UNIQLY burns your NFT token. The burning of token means that the token is effectively and irreversably destroyed and removed from the blockchain,the transaction is irreversable.

6.4. If you order a physical product, we provide you QR code which joins the product with our database. The link included into QR code allows you to check the history of your item. QR code records all changes involved with your item from the creation of the item for all time.

6.5. If a physical product ordered by You is faulty, we can provide you a new product or repay you with the amount of money which represents the costs of production of the physical thing. We cannot reverse the transaction on the blockchain, and we cannot give back your NFT token to you. Please, note that when you accepted the order of physical thing, your NFT token were destroyed (burned) and we cannot reverse this operation.

7. PRICES & PAYMENTS

7.1. The services provided by UNIQLY are paid.

7.2. All prices displayed on the webiste are final prices and the prices can change from time to time.

7.3. The only form of payment accepted by UNIQLY is the NFT token named UNIQ Token.

7.4. Shipping and handling are billed and shown separately at checkout (or on invoices), if applicable.

7.5. Uniqly.io does not offer any Refunds Policy. It is not possible to return the product and we do not offer any payment returns.

8. MARKETPLACE

UNIQLY platform offers you the possibility to buy and sell items through our Marketplace. You can sell your items in three ways. You can choose to sell your item for the price you define (SET PRICE), or you can offer your product at an auction during which the highest offer wins. In both situations (SET PRICE or AUCTION), you can accept the offer made by the user willing to buy the item you are selling.

Please note that UNIQLY Marketplace is a platform open to its users, allowing them to sell and buy their items. We are not in any way a broker, dealer, stock exchange, or any other type of financial institution. UNIQLY Marketplace is dedicated to offering items to the users, and items are not investment assets. THE SERVICES OFFERED ARE ADMINISTRATIVE ONLY. We facilitate transactions between the buyer and the seller in the auction, but we are not a party to any agreement between the buyer and the seller or between any users.

Services provided by UNIQLY are paid. The fees we charge are as follows:

Upon purchase, a fee will be deducted from the transaction amount.

When selling via the Unily Marketplace:

1,5% – OpenSea fee

1% – Uniqly referral program fee

0-10% – royalty fee set for some of the items by the collection’s creator

When an item is listed on Uniqly Marketplace but sold via OpenSea:

2,5% – OpenSea fee

0-10% – royalty fee set for some of the items by the collection’s creator

Please note that we are not liable for the offers created by the users of UNIQLY Marketplace, and we cannot take any legal responsibility for any acts committed by our users through the platform. We are especially free from any liability for violating third-party rights or any other actions like defamation or hate speech conducted by our users. We are also not liable for the quality of the product offered by our users, and we do not accept any liability for the possible frauds or other crimes of our users involved with the usage of the platform offered by UNIQLY.

Although we limit our liability, we do everything to ensure that the products you buy through our platform meet the highest requirements and represent the highest quality. We do our best to immediately stop and ban any possible violations of third-party rights.

9. DISCLAIMERS

9.1 Uniqly provides the site and service on an "as is" and "as available" basis. Uniqly does not represent or warrant that the site and service or its use:

a) will be uninterrupted, timely, safe, or secure,

b) will be free of inaccuracies, errors, or vulnerabilities,

c) will meet your expectations or requirements, or

d) will operate in the configuration or with the hardware or software you use. Uniqly hereby disclaims any and all express or implied warranties, including without limitation, warranties of fitness for a particular purpose, merchantability, and non-infringement to the fullest extent of the law, except to the extent that this agreement provides otherwise.

9.2 You agree that Uniqly has no responsibility for any damages suffered by you in connection with the site and service, and that use of the site and service, including all content, data or software distributed by, downloaded, or accessed from or through the site andservice, is at your sole risk. You understand and agree that you will be solely responsible for any damage to you, your business or your computer system or any loss of data that results from your actions and your use of the site and service.

9.3 Uniqly does not control or endorse in any respect any information, products, or services offered by third parties through the site and service and is not responsible for any possible representations and warranties these third parties may make.

10. DATA PROTECTION

Uniqly collects and uses your information according to its privacy policy. You acknowledge that you are responsible for the securing your own information, keeping your sensitive information confidential, and taking responsibility for actions taken in connection with your user account.

11. TERMINATION OF ACCESS

Uniqly may refuse to provide its site and service to you, in full or in part, effective immediately and without notice, for any reason or no reason, but especially if Uniqly believes that you (or any others whom Uniqly believes that you act in concert with) have violated or will violate any laws, rights, or term (or the spirit of any term) of thus document or if Uniqly believes in its sole discretion that your use of the site and service may create any risk (including any legal risk) for Uniqly or it users. Limitation of access may include removal or modification of content that you have uploaded or otherwise sent to or through the site and service.

12. FORCE MAJEURE

In case of any cause outside reasonable control of any of the parties, including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure and Government authority, neither party is liable for delay in meeting its obligations.

13. SEVERABILITY

If any of Terms and Conditions aforementioned in these Terms of Service is found to be invalid and/or unenforceable under any applicable law, it shall not render these Terms unenforceable and/or invalid as a whole, and such provisions shall be deleted without any effect on remaining provisions whatsoever.

14. SURVIVAL

If any of provisions aforementioned in these Terms of Service are to be found void, invalid, unenforceable or illegal by a court of law, validity and enforceability of other provisions shallnot be affected in any way. If any provisions are to be declared unenforceable, you agree to an amendment made by Uniqly to provide for the enforcement of those provisions to the fullest extent permitted by applicable law.

15. ENTIRE AGREEMENT

These Terms of Service, any legal notices and disclaimers issued on this Website, constitute an entire agreement between you and Uniqly in relation to you use of this

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