General Disclaimer:

WenSwap LLC (WenSwap), Utility Wen, WenSwap.io and associated digital assets are provided on an "as is" basis, without any warranties or representations, expressed or implied. WenSwap disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

WenSwap platform offers NFT holders the opportunity to receive physical goods, engage in NFT transactions on WenSwap marketplace, and potentially engage in consignment sale programs when available. No guarantee is made that such programs will be created for any particular product. Holders are required to lawfully purchase/acquire their NFT(s), including payment of royalties to WenSwap, in order to utilize the licenses and offerings of WenSwap.

WenSwap makes no guarantees or representations regarding the availability, quality, or delivery of the physical goods, and expressly disclaims all warranties including warranty of merchantability and warranty of fitness for particular purpose. Holders are responsible for complying with all applicable laws and regulations related to the acquisition, possession, and distribution of the physical goods as well as usage of the Utility Wen platform.

WenSwap shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits or expected profits, goodwill, use, data, or other intangible losses arising out of or in connection with the use or inability to use the NFTs, the platform, the physical goods, or any associated licenses, rights, or services.

WenSwap Marketplace Terms and Conditions

Assumption of Risk: Your Account on WenSwap will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with WenSwap, and WenSwap does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. WenSwap accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised.

Specifically, you accept and acknowledge:

The value of an NFT is subjective. The listed price of a privately listed NFT on the marketplace is not within the control of WenSwap. Contract executions are determinative and irreversible, all sales are final and generally not subject to refund. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.

You understand that you are responsible for any fees related to use of the Service, including for actions you take on the blockchain, regardless of whether a successful transaction occurs, and that such fees are final and irreversible.

A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.

The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.

You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. WenSwap is not responsible for determining, withholding, collecting, reporting, or remitting any taxes that apply to your NFTs or the sale/purchase of your NFTs. However, should your consignment sale proceeds exceed $600 USD in a calendar year, you may need to provide tax documentation in order to claim additional proceeds.

There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.

WenSwap not have ownership or control of the smart contracts deployed by third parties, and are not responsible and make no guarantees regarding their operation and functionality.

We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and WenSwap has no ability to reverse any transactions on the blockchain.

There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that WenSwap will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.

The Services rely on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.

If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

License: The WenSwap platform offers a number of services including an NFT Marketplace and consignment sale program. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. If any content or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any NFTs is consistent with the applicable terms of the NFT.

Ownership: WenSwap.io, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, urls, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, WenSwap logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of WenSwap or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

WenSwap’s name, logo, trademarks, and any WenSwap product or service names, designs, logos, and slogans are the intellectual property of WenSwap or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “WenSwap” or any other name, trademark or product or service name of WenSwap or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the common law trademark of WenSwap and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Third Party Intellectual Property: All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by WenSwap.

Third Party NFTs: WenSwap does not have ownership, custody, or control of NFTs or the smart contracts deployed by third parties. Creators of these NFTs or smart contracts are solely responsible for their operation and functionality. We also cannot guarantee that any NFTs visible on WenSwap will always remain visible and/or available to be bought, sold, or transferred. Users are solely responsible for any content related to their NFTs.

Indemnification: By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless WenSwap, and our respective past, present, and future employees, officers, directors, contractors, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, successors, and assigns (individually and collectively, the “WenSwap Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third party, and (e) your negligence or wilful misconduct. You agree to promptly notify WenSwap of any Claims and cooperate with WenSwap Parties in defending such Claims. You further agree that WenSwap Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND WENSWAP.

Receipt of Physical Goods: Should you elect to receive physical goods from a purchased NFT, you will be able to redeem the NFT for such goods either through the WenSwap platform or through a third-party affiliate platform. If redeemed through WenSwap, the goods will be shipped within X business days using the method of shipping selected or stated at the time. You understand that shipping may take longer than expected. WenSwap expressly disclaims any warranties with regards to physical goods, including but not limited to warranty of merchantability and warranty of fitness for a particular purpose. Physical goods NFT exchanges are nonrefundable.

Consignment-Specific Terms and Conditions

Availability of Consignment: From time to time, for particular products, and as business conditions permit WenSwap may make consignment sales available for one or more physical products to owners of one or more NFTs that represent physical goods (Holders). In such a case, this will be clearly indicated on WenSwap.io platform.

Waiver of Expectation: By utilizing a consignment sale program and agreeing to these Terms and Conditions, Holder expressly waives their expectation of any particular financial return based on consignment sale. Holder acknowledges that consignment sale prices are based on market rates at any particular time, and thus does not anticipate particular financial returns based on participation in the consignment sale program.

Eligibility and Participation: In order to be eligible, in addition to the general eligibility terms stated above, Holder must own a WenSwap NFT representing physical goods that is available for a consignment sale program. WenSwap NFTs are transferable and do not need to be acquired directly from WenSwap in order to participate in the consignment sale program. However, WenSwap reserves the right to disable any WenSwap NFT for consignment sale and/or other purposes should there be evidence of royalties evasion, theft, or other illegal or suspicious activity surrounding the usage of the NFT.

Right to Sell: By engaging in the consignment sales program, Holder grants to WenSwap the right to sell the physical goods represented by a particular WenSwap NFT.

Minimum Pricing: WenSwap will do its best to estimate accurate retail pricing of consigned physical goods in advance. Holder delegates judgment on the acceptability of particular retail pricing to WenSwap so long as the price is legally sufficient consideration.

Consignment Fee: The consignment fee is a proportionate deduction from the total retail sale amount based on total platform volume and WenSwap costs incurred in conducting the consignment sale on behalf of Holder. In no event shall the consignment fee exceed the retail sale price of a consigned item.

Location of Items: When not in transit, items shall be in the custody of WenSwap or another entity designated by WenSwap.

Shipping: WenSwap shall be responsible for shipping of consigned items.

Payment of Consignment Sale Proceeds: Consignment sale proceeds will be disbursed to WenSwap account of the holder who consigned their physical goods NFT within 30 days of the retail sale of such physical goods.

Claiming of Consignment Proceeds: Consignment sale proceeds are not guaranteed unless they are claimed within 30 days of disbursal to the Holder account. If proceeds are not claimed, it is possible that they could become unavailable. Thus it is imperative that Holders claim their proceeds in order to receive consignment sale proceeds.

General Terms and Conditions

Modifications and Termination: These terms supersede all representations made by WenSwap whether verbal or written, express or implied. WenSwap reserves the right to modify or terminate the NFT WenSwap, the platform, the licenses, WenSwap programs, or any associated content or services at any time without prior notice. Holders will be provided with reasonable notice regarding any changes that may materially affect their rights.

Severability: Should any provisions of these terms be found unlawful, the remainder shall continue in full force and effect unless application of such would produce an absurd result.

Governing Law and Jurisdiction: These Terms and Conditions shall be governed by and construed in accordance with the laws of the British Virgin Islands. Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands.

Injunctive Relief: You agree that a breach of these Terms will cause irreparable injury to WenSwap for which monetary damages would not be an adequate remedy and WenSwap shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

California Residents: If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Export Laws: You agree that you will not export or re-export, directly or indirectly, the Services, physical goods, and/or other information or materials provided by WenSwap hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

Privacy Policy: You can find our privacy policy at https://wenswap.io/privacy

Dispute Resolution (Arbitration): Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with WenSwap and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. WenSwap does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.

Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with WenSwap, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or WenSwap may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or WenSwap may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
Dispute resolution process. You and WenSwap both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: WenSwap at hello@wenswap.io. Likewise, if WenSwap is represented by counsel, its counsel may participate in the Conference as well, but WenSwap agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify. Should the meet and confer fail to produce an acceptable resolution, either party may seek arbitration by first proposing an arbitrator and forum. The other party may then accept the proposal or counter with a list of acceptable options. The requesting party will select an arbitrator from the proposed list.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and WenSwap. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND WENSWAP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and WenSwap are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the second bullet of this Section 16, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and WenSwap agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in New York County in the State of New York. All other claims shall be arbitrated.
Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with WenSwap.