Terms and Conditions

Last Updated: November 5, 2020 Ephimera is a decentralized application and marketplace operating on the Ethereum blockchain. The Ephimera marketplace facilitates the creation, sale and purchase of unique, non-fungible assets between users on the Ethereum blockchain through smart contracts. The Ephimera team strongly suggests to all current and potential users to familiarize themselves with blockchain technology in general, and the Ethereum blockchain in particular. Please visit the website of the Ethereum Foundation to learn more (https://ethereum.org/). Please read these Terms of Use (“Terms”, “Terms of Use”, or “Agreement”) very carefully. This Agreement is between you (the “User(s),” “Artist(s),” “Collector(s),” “Owner(s),” “Gallery(ies),” and collectively with others using the Site - “Users”) and Scarcity Labs, Inc., a company that owns and operates the Ephimera platform and organized under the laws of the Province of Ontario, Canada (“Ephimera”, “Scarcity Labs”, “the Company”, “we”, “our” or “us” and together with you, the “Parties”). These Terms govern your use of the website and App located at https://ephimera.com (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs located at any of Scarcity Lab’s websites, including without limitation, successor website(s) or application(s) thereto (the “Platform”). THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS. EPHIMERA IS A PLATFORM FACILITATING THE TRANSFER OF DIGITAL ART BETWEEN USERS. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. EPHIMERA 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 ART OR BETWEEN ANY USERS. We reserve the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes with 30 days advance written notice, by sending an email notification to account holders and providing notice through the Site or updating the "Last Updated" date at the beginning of this Agreement. By continuing to access or use the Site, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference. We encourage you to review the Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Site. If you do not agree to the revised Agreement, you may not access or use the Site.
Defined Terms 1. “Ethereum” means the Ethereum mainnet and the consensus blockchain for such mainnet (networkID:1, chainID:1) as recognized by the official Go Ethereum Client, or, if applicable, the network and blockchain generally recognized as the legitimate successor thereto. 2. “NFT(s)” or “Token(s)” means Ethereum-based tokens complying with the ERC-721 standard, or other similar “non-fungible” token standard. NFTs are intended to be “non-fungible” tokens representing a unique Collectible, being non-fungible with other NFTs (i.e., they have different Collectible Metadata). 3. “Collectible” means the association on Ethereum of an NFT with a Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file conforming to the ERC-721 Metadata JSON Schema, ERC-1155 Metadata URI JSON Schema or a similar JSON schema, as applicable (such JSON file, the “Collectible ID”).
a. The Collectible ID of a Collectible specifies the properties of the Collectible, including the name and description of the Collectible (the “Collectible Descriptors”), a URI identifying any image file associated with the Collectible (the “Collectible Image”) and potentially other “metadata” associated with the Collectible (the Collectible Descriptors, Collectible Image and such other metadata, collectively, the “Collectible Metadata”). The Collectible Metadata for Collectibles created through the Ephimera Platform are typically stored on IPFS. The Collectible Metadata for Collectibles created outside the Ephimera Platform may be stored in other ways, depending on how such Collectibles were created. b. There can be no guarantee or assurance of the uniqueness, originality or quality of any Collectible or Collectible Metadata. In the absence of an express legal agreement between the creator of a Collectible and purchasers of the Collectible, there cannot be any guarantee or assurance that the purchase or holding of the Collectible confers any license to or ownership of the Collectible Metadata or other intellectual property associated with the Collectible or any other right or entitlement, notwithstanding that User may rightfully own or possess the NFT associated with the Collectible.
4. “Tokenize” or “Mint” or “Publish” refers to the act of creating an NFT by an artist or a gallery on the Ephimera platform. 5. “Ephimera Token” means an NFT created through the Ephimera platform by a user interacting with a Smart Contract deployed to the Ethereum blockchain, as opposed to NFTs created through other platforms. 6. “Ether” or “ETH” means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain. 7. “Ethereum Address” means the unique public key cryptocurrency identifier that points to an Ethereum-compatible wallet to which Ether may be sent or stored. 8. “Ethereum wallet” is a product that allows you to manage your Ethereum account, like view your account balance, send transactions and more. MetaMask is an example of an Ethereum wallet provider. 9. “Gas” - Some Services involve the use of the Ethereum Blockchain, which may require that you pay a fee, commonly known as “Ethereum Gas Charges,” for the computational resources required to perform a transaction on the Ethereum Blockchain. You acknowledge and agree that Ephimera has no control over: (a) any Ethereum Blockchain transactions; (b) the calculation or method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum Blockchain before initiating such Ethereum Blockchain transaction. 10. “Smart contracts” is a term used to describe computer code that automatically executes when interacted with and is stored on the Ethereum blockchain. The code itself is replicated across multiple nodes of the blockchain and, therefore, benefits from the security, permanence and immutability that the blockchain offers. That replication also means that as each new block is added to the blockchain, the code may be executed. If the parties have indicated, by initiating a transaction, that certain parameters have been met, the code will execute the step triggered by those parameters. If no such transaction has been initiated, the code will not take any steps. Most smart contracts are written in one of the programming languages directly suited for such computer programs, such as Solidity. Smart contracts stored on a blockchain platform are immutable. Once deployed to the Ethereum blockchain the code contained in the Smart Contract cannot be changed by any user or node of the blockchain, including the original deployer. The Ephimera Platform facilitates the creation of transactions to interact with smart contracts on the Ethereum blockchain.
a. All transactions on the Ephimera Marketplace (the “Marketplace”), including transfers, offers, sales, or purchases of Ephimera Tokens are initiated at the sole discretion of the Users. To initiate a transaction on the Ephimera Platform, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, publish, or transfer an Ephimera Token. The User agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.
11. “Bid” is an offer to purchase an NFT on the Ephimera Platform in Ether. Any registered user on Ephimera may place a bid on any NFT on the platform. Users may also withdraw bids that have previously been placed. Placing or withdrawing bids requires performing a transaction on the Ethereum blockchain. By using the Platform to bid on an NFT, the User agrees and acknowledges that a bid constitutes a legally binding offer exclusively between the NFT owner and the bidding User. In placing a bid the user must send the bid amount to the smart contract. The seller of the NFT, which may be the original creator or another collector, will be notified on the Platform of the bid and may accept or reject it. If the seller rejects the bid the bid amount is transferred back to the user who placed the bid. If the seller of the NFT chooses to accept the bid, the bid amount will automatically be transferred to the seller’s Ethereum address less any applicable fees (see below).
a. The starting bid amount for every auction is 0.1 ETH. b. If an NFT has an existing bid, the user must place a bid that is at least 0.01 ETH greater than the previous bid. c. Upon receipt of a higher bid, all previous bids are returned to the respective users who placed them. d. Rejecting a bid resets the starting bid amount to 0.1 ETH.
12. “Buy it Now” is a listed price in Ether that the owner of an NFT can choose to set for an NFT. When a user chooses to buy an NFT at the Buy it Now price, the user must send the listed amount in Ether, and they will receive the NFT from the seller automatically. In order for a seller to set a Buy it Now price, they must perform a transaction on the Ethereum blockchain. 13. “Fees” refers to the amounts deducted from the successful sale of an NFT. The fee structure depends on whether the NFT is being sold for the first time in a (from its creator to a collector, i.e. a “Primary Sale”) or whether the NFT is being sold for the second time, or any subsequent transaction thereafter (e.g. from a collector to another collector, i.e. a “Secondary Sale”).
a. Primary Sales i. Platform Fee: Ephimera collects 10% of the final sale amount. b. Secondary Sales i. Platform Fee: Ephimera collects 5% of the final sale amount. ii. Artist Royalty: Ephimera distributes 10% of the final sale amount to the creator and their collaborator(s), if any.
14. Ephimera reserves the right to change the platform fee at a future date. Ephimera will provide 30 days notice of any change of platform fee through email communication with users and in these Terms. 15. “Whitelist” refers to the list of Ethereum addresses of Artists and Galleries that have been allowed to tokenize NFTs on the Ephimera Platform. Artists and Galleries must apply to be whitelisted in order to publish artwork on the Ephimera Platform (see below). 16. “Creator” refers to any user, Artist or Gallery who has been whitelisted to tokenize NFTs on the Ephimera Platform. Accessing the Platform 17. In order to access the Ephimera marketplace, the user must first be using a web browser such as Google Chrome, Mozilla Firefox or Brave. The user must also install the MetaMask browser extension. MetaMask is an Ethereum wallet, a product for managing the Ethereum wallet of a user and allows the user to store non-fungible tokens and engage in transactions using the native currency of the Ethereum blockchain, Ether (“ETH”). Ephimera will only recognize you as a user, and you will only be able to interact with Ephimera, if your Ethereum electronic wallet is connected and unlocked through your MetaMask account. There is no other way to sign up as a User, or to interact directly with the Platform. 18. ALL TRANSACTIONS INITIATED THROUGH OUR SITE ARE FACILITATED AND RUN BY METAMASK. THE USER ACKNOWLEDGES THAT WHILE USING THE METAMASK PRODUCT THEIR ACTIONS ARE ALSO GOVERNED BY THE TERMS OF USE (https://metamask.io/terms.html) AND PRIVACY POLICY (https://metamask.io/privacy.html) OF THE METAMASK PLATFORM. EPHIMERA DOES NOT HAVE ANY OWNERSHIP OF, ECONOMIC INTEREST IN OR CONTROL OVER THE METAMASK PRODUCT. Ephimera is Non-Custodial 19. The Smart Contracts and the Site facilitate users collection of non-fungible tokens representing digital art on the Ethereum blockchain, but Ephimera and its affiliates, the Platform, and the Smart Contracts are not the custodians of any User-owned non- fungible tokens. The User understands and acknowledges that the Smart Contracts do not give Ephimera custody, possession, or control of any non-fungible token or cryptocurrency at any time for the purpose of facilitating transactions on the Ephimera platform. The Ephimera Platform facilitates interaction with the Smart Contracts, but cannot control the actions taken by the Smart Contract once a transaction has been sent. You affirm that you are aware and acknowledge that Ephimera is a non- custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by Ephimera or any third-party. Ephimera Artists 20. Only Artists invited and approved by Ephimera are able to use the platform to publish Ephimera Tokens on the Ethereum blockchain. Artwork published on the Ethereum blockchain and sold on the Ephimera Marketplace includes, but is not limited to: visual works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works. 21. Artists seeking an invitation to create and list works for sale on the Ephimera platform must submit a request for approval. Ephimera has unilateral discretion in granting approval to artists to use the Ephimera platform and makes no guarantees or promises that any Artists will be approved, even if the Artist was invited by a member of the Ephimera Team, a Gallery or its partners to submit the request. 22. The Ephimera Team makes their decision on which Artists will be whitelisted based on a number of factors that may include, but are not limited to, the style of art of the Artist, their portfolio, their exhibition history, if any, their social media presence, etc. We use a proprietary evaluation framework to select the Artists we feel are best suited to our platform. 23. Artists that are approved by Ephimera are added to a “whitelist” and granted permission to publish Ephimera Tokens on the Ethereum blockchain using one or more of our Smart Contracts. To create an Ephimera Token, approved Artists must upload an original Artwork, provide a title and description for the artwork, information about the artwork, and agree to these Terms and Conditions, after which they shall perform a transaction with an Ephimera smart contract that will create an NFT on the Ephimera Platform. Upon creation of an NFT, the Artist has sole possession of said NFT. 24. Failure to abide by these Terms may result in revoking the Artist’s permissions to the Ephimera Platform. Ephimera has the unilateral authority and discretion to remove, suspend, or revoke Artists’ access to the Ephimera Platforms. Upon suspension, Artists will no longer have the ability to create new NFTs, however they will still be able to accept bids on previously created NFTs they still own. Ephimera Galleries 25. Galleries are special users who have the ability to tokenize NFTs on behalf of an approved list of artists. When tokenizing an NFT the Gallery must indicate one or more Artist(s) from their approved list of artists. On the page displaying the NFT the Artist(s) will have the words “Managed by:” and the name of the Gallery that tokenized the artwork. Galleries bring curatorial skills to the Ephimera Platform, and provenance to the Artist(s) they work with. 26. Only Galleries invited and approved by Ephimera are able to use the platform to publish Ephimera Tokens on the Ethereum blockchain on behalf of their represented Artists. Artwork published on the Ethereum blockchain and sold on the Ephimera Marketplace includes, but is not limited to: visual works, audiovisual works, animations, audio, photographs, 3D works, GIFS, and other creative digital works. 27. Galleries seeking an invitation to create and list works for sale on the Ephimera platform on behalf of their represented Artists must submit a request for approval. Ephimera has unilateral discretion in granting approval to Galleries to use the Ephimera platform and makes no guarantees or promises that any Galleries will be approved, even if the Gallery was invited by a member of the Ephimera Team or its partners to submit the request. 28. Galleries do not need to have physical locations. They do not need to be companies, or established organizations. The Ephimera Team makes their decision on which Galleries will be whitelisted based on a proprietary evaluation framework that takes into account a number of factors that may include, but are not limited to, their experience working with the Ethereum blockchain, the curatorial style of the Gallery, the Artists they have worked with in the past, the Artists they intend to represent on Ephimera, their exhibition history, their social media presence, etc. 29. Once accepted on the Platform, the Gallery should submit any Artist(s) that are not already whitelisted on Ephimera to the Ephimera team for consideration. In order to consider associating an Artist with a Gallery, the Ephimera team will request proof that the Artist has agreed to allow the Gallery to tokenize artwork on their behalf. The Ephimera team doesn’t require details of the relationship between the two parties. The Ephimera team will attempt to accommodate whatever means the Gallery chooses to prove the existence of a relationship allowing for the Gallery to tokenize on behalf of the Artist. However, Ephimera reserves the right to deny a Gallery the ability to tokenize on behalf of other artists if we feel the nature of the relationship has been misrepresented or fraudulent. 30. The process for whitelisting Artist(s) associated with Galleries is the same process as explained above in “Ephimera Artists”. 31. Any Gallery found to be in breach of these terms will have their ability to tokenize NFTs on the Ephimera platform revoked. However, they will still be able to accept and reject bids on artwork that has already been tokenized. Collaborators 32. Ephimera Token creators (Artists and Galleries) have the option of indicating one or more collaborators at the time of creation of an Ephimera token. Collaborators are referenced by their Ethereum address. Ephimera Artists have no restrictions on who may be added as a collaborator. Ephimera Galleries may only add Gallery Represented Artists as collaborators. Collaborators are assigned on a per Ephimera Token basis. If a collaborator is set, they must also set the percentage of collaboration of their collaborators. For example, Artist 1 may add Artist 2 and Artist 3 as collaborators, with a collaboration percentage of 30% and 20% respectively. In this case, the funds received by the Artist and their collaborators would be split as follows: 50% for Artist 1, 30% by Artist 2, 20% by Artist 3. 33. Artists must only add collaborators to an NFT with whom they have actually collaborated. Any Artist found to be misrepresenting their relationship with another artist by indicating a collaboration where none exists will be in breach of these Terms may have their ability to tokenize on the Ephimera Platform revoked and the NFT in question removed from display on Ephimera. 34. ONCE AN EPHIMERA TOKEN HAS BEEN PUBLISHED ON THE ETHEREUM BLOCKCHAIN THE NUMBER OF COLLABORATORS AND THEIR PERCENTAGES OF COLLABORATION CANNOT BE CHANGED. EPHIMERA WILL NOT BE HELD LIABLE FOR MISTAKES MADE WHEN INPUTTING INDICATED COLLABORATORS OR THEIR PERCENTAGES OF COLLABORATION. Creators Indemnify and Releases Ephimera 35. Creators hereby agree to indemnify Ephimera and be held liable for any claim against Ephimera arising out of the Creator’s breach of these Terms. Creators hereby release and forever discharge Ephimera from any damages or causes of action resulting from a sale of any of the Creator’s listed Ephimera Items occurring after the Creator’s breach of these Terms. Ephimera Token Ownership 36. Buying an Ephimera Token and its associated artwork on the Ephimera Platform is analogous to buying an original painting or print from an artist. It does not transfer the Artist’s copyright to the Collector. The Collector obtains ownership, they acquire the right to display and resell the digital art to another collector if they wish either on or off the Platform. However, the Artist does not give up copyright, meaning the Collector cannot prevent an Artist from using it for further commercial work, and the purchase of an Ephimera Token does not grant the Collector any right to use the associated digital artworks for commercial purposes. Users Agree to the Automated Collection and Disbursement of Fees by the Smart Contracts 37. The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Ephimera Smart Contracts on the Ethereum blockchain network. By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of Items on the Ephimera Platform. The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties or fees paid to another by operation of the Smart Contracts. Copyright Claims 38. The Artist and all Users irrevocably release, acquit, and forever discharge Ephimera and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Ephimera’s use of a Work in accordance with these Terms, including without limitation, Ephimera’s solicitation, encouragement, or request for Users or third parties to host the Work for the purpose of operating a distributed database and Ephimera’s deployment or distribution of a reward, a token, or other digital asset to Users or third parties for hosting Works on a distributed database with the exception of any blatant breach of the copyright or trademark of an Artist’s works by Ephimera other than through incidental use or copying for the purposes of using the Platform. 39. All parties must agree that the copyright of any digital artwork is owned by the Artist at all times and that Ephimera will respect the copyright and rights of the Artist and will not infringe their rights except as otherwise explicitly agreed to in this Agreement. Creator Grants Ephimera a License to All Minted Works 40. The Creator hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant to Ephimera, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Work on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the Ephimera Platform or business, including without limitation, the express right to: (i) display or perform the Work on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including without limitation, compilations, collective works, and anthologies; (iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Work within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so. Off Market Transactions 41. Ephimera does not generally collect any fees, commissions, or royalties for transactions occurring outside of the Ephimera Marketplace and not involving the Ephimera Smart Contracts. To support the Ephimera Artists and the Platform, we encourage Collectors to list Items for sale on the Ephimera Marketplace, however due to the nature of the Ethereum blockchain network Collectors are permitted to sell or transfer their Items on third party exchanges marketplace . The Artist and all other Users hereby waive any entitlement to royalties or fees for off market transactions. Assumption of Risk 42. You accept and acknowledge each of the following: 43. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Ephimera Tokens, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Ephimera Tokens will not lose money. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that Ephimera cannot be held liable for such fluctuations or increased costs. 44. You are solely responsible for determining what, if any, taxes apply to your Ephimera token transactions. Ephimera is not responsible for determining the taxes that apply to Ephimera token transactions. 45. The Ephimera platform does not store, send, or receive Ephimera Tokens. This is because Ephimera Tokens exist only by virtue of the ownership record maintained on the platform’s supporting blockchain in the Ethereum network. Any transfer of Ephimera Tokens occurs within the supporting blockchain in the Ethereum network, and not on the platform. 46. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Ephimera will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Ethereum network, however caused. 47. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Ephimera ecosystem, and therefore the potential utility or value of Ephimera Items. 48. The Ephimera Platform, ETH and digital assets could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Ephimera to continue to develop, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain, including access to your digital assets or other funds, and new regulations or policies may materially adversely affect the development of the Ephimera ecosystem, and therefore the potential utility or value of Ephimera. User Conduct 49. You agree that you are responsible for your actions while accessing or using the Ephimera Platform, and for any consequences thereof. You and Ephimera both agree to use the Ephimera Platform only for purposes that are in accordance with these Terms and any applicable laws or regulations. The parties, including Ephemera, agree that they will not and will not allow any third party to:
a. send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; b. undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, in any involve proceeds of any unlawful activity; c. distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; d. impersonate another person (via the use of an email address or otherwise); e. upload, post, transmit or otherwise make available through the Ephimera Platform any content that infringes the intellectual proprietary rights of any party; f. operate to defraud Ephimera, other users, or any other person or provide false, inaccurate or misleading information; g. use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; h. engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); i. interfere with another individual’s or entity’s access to or use of the Ephimera Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Ephimera Platform about others, including without limitation email addresses, without proper consent; j. exploit the Ephimera Platform for any unauthorized commercial purpose; k. modify, adapt, translate, or reverse engineer any portion of the Ephimera Platform; l. remove any copyright, trademark or other proprietary rights notices contained in or on the Ephimera Platform or any part of it; m. reformat or frame any portion of the Ephimera Platform; n. display any content on the Ephimera Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; o. use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Ephimera Platform or the content posted on the Ephimera Platform, or to collect information about its users for any unauthorized purpose; p. create user accounts by automated means or under false or fraudulent pretenses; or q. access or use the Ephimera Platform for the purpose of creating a product or service that is competitive with any of our products or services.
External Sites 50. The Ephimera Platform may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of accessing External sites, the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites. Age of Majority 51. You affirm that you are over the age of 18, as the marketplace is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR. Changes to the Terms and Conditions 52. We may make changes to the Terms and Conditions (collectively, the “Terms”) from time to time. When we make changes, we will make the updated Terms available on the Ephimera Platform and update the “Last Updated” date at the beginning of these Terms accordingly. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Ephimera Platform after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Ephimera Platform.