Terms of use

Last Updated: February 7, 2024

These Terms and Conditions (the “Terms”) govern any access or use of the website at https://mfhlabs.com/ (the “Website”) and any other website, mobile application, marketplace or application program interface operated or made available by MFH Labs doo Novi Sad (“MFH”, “MFH Labs”, “we”, “us” or “our”) as well as any services provided on or through the Website (the “Services”). By using our Services, you agree to these Terms. If you do not agree to these Terms, do not use our Services.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

Please read these Terms carefully before using our Website.

  1. SERVICES AND DIGITAL COLLECTIBLES

Services as used herein includes any services, features and functionality of the Website related to the purchase or sale of any blockchain-based, cryptographic non-fungible token (the “NFT”) which, together with the license rights to any associated digital works of authorship or other content, whether or not copyrighted or copyrightable, and regardless of the format in which any of the foregoing is made available (the “Related Content”), comprises and is referred to herein as a “Digital Collectible”. The terms of your license to the Related Content and other terms applicable to the Digital Collectible will be presented to you at the time of purchase.

Related Content is separate from the associated NFT and is not sold or otherwise transferred to you but is instead licensed to you as set forth in the applicable MFH NFT License Agreement.

Additionally, certain Services may be made available exclusively to the owner of a particular Digital Collectible. You may be required to demonstrate ownership of the applicable Digital Collectible in order to access these Services.

  1. PRIVACY

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy available at https://mfhlabs.com/privacy-policy.

  1. ELIGIBILITY

Our Website is intended to users who are at least eighteen (18) years old. Thus, by using the MFH Labs Website, you confirm that you are at least eighteen (18) years old and you are deemed to have read and accepted these Terms exhaustively and unconditionally.

If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to "you" throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, both you and the person or entity agree to be responsible to us.

In case of your disagreement, in whole or in part, with these terms, you must immediately cease any and all use of the Website.

  1. YOUR USER ACCOUNT AND ACCOUNT SECURITY

You need to register for an account to access our Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Access to your account is limited solely to you. You will not sell, rent, lease, or grant access to your account to any person without our prior written permission.

You are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. You will not hold us responsible for managing and maintaining the security of your account. We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.

  1. PURCHASES OF DIGITAL COLLECTIBLES

We do not offer a hosted digital wallet on the Website or otherwise custody Digital Collectibles for our users. You will be required to link a supported blockchain-based digital wallet (“Supported Wallet”) provided by supported third-party unhosted wallet providers (“Supported Wallet Provider”) to the Website before you will be able to purchase a Digital Collectible. We will deliver any Digital Collectibles that you purchase from us directly to your Supported Wallet and you will be responsible for safekeeping the seed, passwords and keys associated with your Supported Wallet. We will not be able to recover purchased Digital Collectibles for you in the event that you lose access to your Supported Wallet account or under any other circumstances.

Each Supported Wallet Provider is a third-party company that offers unhosted digital wallet products and services. We are not in any way affiliated or partnered with Supported Wallet Providers. Your use of each Supported Wallet Provider’s products and services is subject to its applicable terms of service. We will not be liable to you for any loss that results from your use of a Supported Wallet Provider’s products and services, including Supported Wallets.

We currently only accept payments in the supported cryptocurrencies listed on our Website. You cannot maintain a balance of cryptocurrency with us for purposes of making purchases through our Services. You must link your Web3 Wallet to the Services and use a supported type of cryptocurrency from your Web3 Wallet to complete your purchase.

All pricing and payment terms are as set forth on the Website, and any payment obligations you incur are binding at the time of purchase. All sales are final. Unless otherwise required by applicable law, we will not provide a refund on any purchase.

You represent and warrant that any purchase of a Digital Collectible by you is solely for your personal collection, use and enjoyment, and not for speculative or investment purposes, for use as a substitute for currency or other medium of exchange. You acknowledge and understand that by purchasing a Digital Collectible you are not acquiring any equity or other ownership or profit-sharing interest in MFH Labs, or any of its affiliates or any brand or other business venture.

You will not portray any Digital Collectible as an opportunity to gain economic benefit or profit, or as an investment, equity, or other ownership or profit-sharing interest in MFH Labs, or any of its affiliates or any brand or other business venture. You will comply with any marketing policies or guidelines published by MFH Labs for NFTs or Digital Collectibles.

LEGISLATIVE OR REGULATORY CHANGES AT INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, OR EXCHANGE OF THE DIGITAL COLLECTIBLES.

  1. SECONDARY SALE ON THIRD-PARTY PLATFORM

User may resell and/or purchase Digital Collectible on third-party platforms as part of secondary sales.

Platforms dedicated to secondary sales are third-party services that are not affiliated with MFH Labs and which access and use are at user’s own risk and discretion and subject to their own applicable terms.

MFH Labs may benefit from a percentage of the resale price of your Digital Collectible, as set forth on our Website and subject to the third-party platform’s policy on which the resale is completed.

You undertake to only resell and/or purchase Digital Collectible on third-party platforms that:

  1. cryptographically verify each NFT owner’s rights to display and list a Digital Collectible for sale, to ensure that only the actual owner of this NFT can proceed with its resale; and
  2. provide for a percentage of the resale price to be automatically granted to MFH Labs upon resale.

By reselling and/or purchasing a Digital Collectible on an authorized third-party platform, you agree to abide by these terms.

  1. SUSPENSION OF ACCOUNT

We have the right to immediately suspend your account, pause or cancel your access to our Services, or close your account if we suspect, in our sole discretion, that 

  1. Your account is being used for money laundering, to evade sanctions or to engage in illegal activity; 
  2. You have concealed or provided false identification information or other details; 
  3. You have engaged in fraudulent activity; or
  4. You have engaged in transactions in violation of these Terms.
  1. LICENSE TO SERVICES AND OWNERSHIP

Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by MFH Labs or our licensors and are protected under laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

  1. RELATED CONTENT

Generally. Each Digital Collectible is a limited-edition digital asset comprised of an NFT and associated Related Content. Related Content is licensed to you, not acquired by you when you acquire the NFT. Ownership of any Related Content is retained by MFH Labs. No ownership or title in or to any Related Content is transferred to you, and no other right or interest in any Related Content is transferred to you except for the limited license rights that are expressly set forth in the license terms applicable to the Digital Collectible. For clarification, the Related Content is neither stored nor embedded in the Digital Collectible, but is accessible through the Digital Collectible, subject to compliance with these Terms and any other terms applicable to the Digital Collectible.

Restrictions. You will not, attempt to, or permit or enable any third party to: (i) separate the Related Content from the Digital Collectible; (ii) modify the Related Content, unless expressly permitted to do so pursuant to the terms applicable to the Digital Collectible; (iii) register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to any Related Content; (iv) use any Related Content to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as determined by MFH Labs at its discretion; (v) commercialize the Related Content or use the Related Content in connection with any business, message, product, or service, or in any manner that may imply endorsement of any business, message, product, or service, without being expressly authorized by these Terms and/or terms of your license to the Related Content and other terms applicable to the Digital Collectible and/or the digital ownership assignment, or by prior written consent of MFH Labs; (vi) use the Related Content in any manner that is likely to cause confusion or dilute, blur, or tarnish the Related Content or any intellectual property rights in the Related Content; or (vii) use the Related Content in any manner that infringes, violates or misappropriates any third party intellectual property or intellectual property right, or that violates the these Terms or the other terms applicable to the Digital Collectible.

Transfer or other Fees. MFH Labs, or any of its affiliates, licensors and designee(s), may be entitled to receive transfer or other fees or royalties from your purchase or subsequent sales of a Digital Collectible, which defray costs associated with licensing the Related Content, administration of the Digital Collectible ownership and corresponding license rights.

  1. PROHIBITED CONDUCT AND CONTENT

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

  1. use or attempt to use another user’s account without authorization from that user and MFH Labs; 
  2. impersonate or otherwise misrepresent your affiliation with a person or entity; 
  3. sell, resell or commercially use our Services without being expressly authorized by these Terms and/or terms of your license to the Related Content and other terms applicable to the Digital Collectible and/or the digital ownership assignment, or by prior written consent of MFH Labs;
  4. copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; 
  5. modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; 
  6. use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; 
  7. reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; 
  8. attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access; 
  9. use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; 
  10. develop or use any applications that interact with our Services without our prior written consent; or 
  11. use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms. 

Enforcement of this Section 10 is solely at MFH Labs' discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 10 does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules.

  1. TRADEMARKS

MFH Labs and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of MFH Labs and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

  1. FEEDBACK

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about MFH Labs or our Services (collectively, "Feedback"). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in MFH Labs’ sole discretion. You understand that MFH Labs may treat Feedback as non-confidential.

  1. INDEMNIFICATION

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless MFH Labs and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "MFH Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to:

  1. Your access to or use of our Services (including, without limitation, Digital Collectibles and Related Content); 
  2. Your Feedback;
  3. Your violation of these Terms (including, without limitation, the terms and conditions with respect to any Digital Collectible or Related Content) or the other terms applicable to the Digital Collectible; 
  4. Your violation, misappropriation or infringement of any intellectual property, privacy, or other rights of another; or 
  5. Your conduct in connection with our Services. You will cooperate with the MFH Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). MFH Parties will have control of the defense or settlement, at MFH Labs’ sole option, of any third-party Claims.
  1. DISCLAIMERS

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES AND ANY CONTENT IN THE SERVICES, AND ANY AND ALL RELATED CONTENT AND DIGITAL COLLECTIBLE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, MFH LABS DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES, RELATED CONTENT OR ANY DIGITAL COLLECTIBLES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE MFH LABS ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY ACCESS TO OR USE OF ANY RELATED CONTENT OR DIGITAL COLLECTIBLE INCLUDING BUT NOT LIMITED TO ANY LOSS, DAMAGE OR CLAIM ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR APPLICABLE BLOCKCHAIN.

THE DIGITAL COLLECTIBLES ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE BLOCKCHAIN NETWORK. ANY TRANSFER OF CONTROL THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE APPLICABLE BLOCKCHAIN NETWORK.

THE DIGITAL COLLECTIBLE IS INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. IT IS NOT A “SECURITY,” AS DEFINED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY U.S. STATE.

The Digital Collectibles are currently available only on the Ethereum Blockchain. You will not be able to transfer your Digital Collectibles to any digital wallet that is not compatible with the Ethereum Blockchain. In the event that you inadvertently transfer a Digital Collectible to a digital wallet that is not compatible with the Ethereum Blockchain, your Digital Collectible may be lost or destroyed.

The Digital Collectibles are transferable blockchain-based non-fungible tokens that evidence a limited license to Related Content, that is exclusive to the owner and thereby collectible as a form of alienable digital property. Like physical collectibles, the price of non-fungible tokens may be subject to fluctuation based upon broader industry trends and sentiment. Legislative and regulatory changes or actions at the international level may adversely affect the use, transfer, exchange, and value of non-fungible tokens. Unlike cryptocurrencies and other fungible digital assets, non-fungible tokens are not used to make payments. Non-fungible tokens are not mutually interchangeable and cannot be divided into smaller parts. These design features limit the usefulness of non-fungible tokens as a form of payment or substitute for currency. Instead, non-fungible tokens are enjoyed as digital collectibles.

There is no guaranteed future value for Digital Collectibles. Any future value of a Digital Collectible is based solely on consumer interest and demand for that Digital Collectible and not something that MFH Labs or other third party can control or will attempt to control or influence. We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), the applicable blockchain or other third party service or infrastructure, including Supported Wallets and Supported Wallet Providers, or any other features of Digital Collectibles. We are not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the applicable blockchain supporting Digital Collectibles including forks, technical node issues or any other issues having fund losses as a result.

In some cases, MFH Labs integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). MFH Labs has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Website could incur an outage outside of MFH Labs’ control, and certain aspects of the Website’s functionality could be impacted by changes of features made available through Third Party APIs.

The MFH Labs platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Website. MFH Labs may experience cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Website. You accept the risk of the Website failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses.

  1. DISCLAIMER OF DAMAGES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MFH LABS AND THE OTHER MFH PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY — WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE — FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF MFH LABS OR THE OTHER MFH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. LIMITATION OF LIABILITY

THE TOTAL LIABILITY OF MFH LABS AND THE OTHER MFH PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, OR ANY AND ALL RELATED CONTENT AND DIGITAL COLLECTIBLE, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES. 

The limitations set forth in Sections 15 and 16 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of MFH Labs or the other MFH Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

  1. RELEASE

To the fullest extent permitted by applicable law, you release MFH Labs and the other MFH Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to:

  1. Disputes between users;
  2. Acts or omissions of third parties; or
  3. Anything else for which you have agreed that MFH Labs will have no responsibility or liability pursuant to these Terms.
  1. PRIVACY

You understand that from time to time MFH Labs may be required to collect personal data from you, including but not limited to, identification information such as name, email address, and shipping address and cryptocurrency wallet information. You acknowledge and agree that we may share personal information with third-party service providers who aid us in meeting our operational needs, including but not limited to, third-party payment processing services, hosting services, cloud services, and other information technology services. We may also share personal information as required to comply with applicable laws and regulations. MFH Labs recognizes that any data provided by you to us is extremely important and we shall, therefore, be particularly sensitive in handling such data. MFH Labs shall not sell any personal information to any third parties. MFH Labs shall use commercially reasonable efforts to employ technical, organizational and physical safeguards designed to protect the personal information we collect and safeguard your data. Nevertheless, no security measures are failsafe and we cannot guarantee the security of your personal information. You are advised that there are inherent security risks in transmitting data, such as emails, addresses or other personal information, via the website, because it is impossible to safeguard completely against unauthorized access by third-parties. MFH Labs shall not be held liable for any damages incurred as a consequence of such security risks or for any related acts of omission on our part.

  1. GOVERNING LAW AND JURISDICTION

All disputes arising out of or in connection with the Terms shall be finally settled by arbitration organized in accordance with the Rules of the Belgrade Arbitration Center (the Belgrade Rules) by one arbitrator appointed in accordance with the said Rules.

  1. MODIFYING AND TERMINATING OUR SERVICES

We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

  1. MISCELLANEOUS

Notwithstanding any other provisions of these Terms, Sections 7 through 21 survive any expiration or termination of these Terms. The failure of MFH Labs to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The invalidity or unenforceability of any provision of this Terms shall not affect the validity or enforceability of any other provision of this Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.