PLEASE READ THESE TERMS CAREFULLY BEFORE CREATING, MINTING, SELLING OR PURCHASING A TOKEN AND/OR USING THE WEBSITE OR APP. THESE TERMS GOVERN YOUR USAGE OF THE APPLICATION, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE IN WHICH CASE THAT AGREEMENT WILL TAKE PRECEDENCE. THE COMPANY IS ONLY WILLING TO MAKE THE SERVICES OF THE GOMINT APP AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY CLICKING “I ACCEPT” TO INDICATE YOUR ACCEPTANCE, OR BY USING THE GOMINT APP, YOU ARE CONFIRMING THAT YOU FULLY UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE GOMINT APP OR THE SITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE GOMINT APP OR THE SITE.
1.1 These Terms constitute a legally binding agreement made between the user (“you”), whether personally or on behalf of an entity and GoMint Services Limited, a company incorporated in England, United Kingdom including its affiliates and successors in title (“GoMint”;“we”) concerning your access to and use of the GoMint website at www.gomint.co (the “Site”) and the GoMint application at www.gomint.me (the “App”) as well as any related social media channels, mobile websites or mobile applications and any future similar technologies.
1.2 The GoMint App is a tokenization and marketplace application built on the Hedera Hashgraph network. Digital assets, including but not limited to art, photographs, music and video content, AR/VR images, in-game items, trading cards, event tickets and club memberships, in the form of single items or limited-edition items (“Digital Assets”) can be hashed and represented by cryptographic tokens (“Tokens”) on the Hedera Hashgraph network and offered for sale via the GoMint App. By special arrangement, physical assets, including artworks, motor vehicles, sports cards and memorabilia (“Physical Assets”) may also be represented by Tokens and offered for sale via the GoMint App, subject to enhanced proof of seller identification and ownership. The GoMint App does not currently support the promotion, sale or purchase of fractionalized Tokens, which results in the fractional ownership of an asset and may require additional legal and regulatory compliance in certain jurisdictions.
1.3 The GoMint App is an online marketplace acting as a mere conduit to allow users to offer, sell and purchase Tokens representing Digital Assets and Physical Assets. The contract for sale of each Token is directly between the users of the GoMint App, acting as seller and buyer as the case may be, and GoMint provides the GoMint App as an intermediary platform service to such users. Accordingly, GoMint accepts no liability for inaccuracies or misstatements about Tokens or Digital Assets offered for sale via the GoMint App.
1.4 GoMint may provide a secondary marketplace for Tokens to be displayed, marketed and resold by Token owners after their primary sale on GoMint.
2. Creating and Minting Tokens
2.1 The GoMint App provides the functionality to create and mint Tokens representing Digital Assets and offer such Tokens for sale to other users. (Note: Currently, only users invited and approved by GoMint are able to use the GoMint App to create, mint and sell Tokens).
2.2 Digital Assets which are tokenized and offered for sale on the GoMint App are listed either as individual Token classes with one instance or as limited-edition Token classes with multiple instances; however, in all cases, each Digital Asset will be represented by one Token instance on the Hedera Hashgraph network. Physical Assets are represented by one Token class with one instance.
2.3 By creating a Token on the GoMint App relating to a Digital Asset or Physical Asset, you warrant and represent that you have not, and will not, and will not procure a third party to, create or mint any other cryptographic token, whether on the Hedera Hashgraph network or any other distributed ledger technology platform, that represents the same Digital Asset or Physical Asset. Notwithstanding the foregoing, you may create or mint a cryptographic token representing other intellectual property rights in a Digital Asset, where such rights have been specifically carved-out from the intellectual property rights offered with the relevant Digital Asset on the GoMint App. For the avoidance of doubt, you may offer the same Digital Asset for sale via a third party platform where there is no third party cryptographic token linked to such Digital Asset.
2.4 By creating and minting a Token on the GoMint App that relates to a Digital Asset, you warrant and represent that the related Digital Asset is either your original creation or that you are acting on behalf of the original creator with their express written permission. Where the Digital Asset incorporates the work of a third party, you further warrant and represent that you have their written permission to incorporate such work into the Digital Asset. By creating and minting a Token on the GoMint App that relates to a Physical Asset, you warrant and represent that the related Physical Asset is within your control and possession and that no third party has any lien, encumbrance or other legal or beneficial right of ownership over the relevant Physical Asset.
2.5 You may not make offers for, or purchase, Tokens on the GoMint App relating to your own Digital Assets or Physical Assets, nor may you engage in, or procure others to engage in, any other conduct which may artificially inflate the price of any such Token.
2.6 By uploading any Digital Asset to the GoMint App, you grant a non-exclusive, worldwide, perpetual royalty-free license to GoMint to display, reproduce and distribute the Digital Asset on any media for the purpose of operating and promoting the GoMint App and Site.
2.7 You hereby release and discharge GoMint from any copyright or other intellectual property right infringement relating to any Digital Asset.
2.8 You hereby defend, indemnify and hold harmless GoMint in respect of any losses incurred by GoMint arising out of your breach of these Terms.
3. Selling Tokens
3.1 Authorised users may offer Tokens for sale via the GoMint App at fixed prices set by the relevant user, or if by auction, then at the relevant winning bid price, subject to the reserve price (if any). However, GoMint cannot guarantee that the Token will be purchased at that price, or at any price.
3.2 Authorised users that list a Token for sale via the GoMint App and set a price, or agree to a sale of a Token by auction, are making a binding offer to sell and deliver the Token (including, where stated, either a copy of the underlying Digital Asset and any associated intellectual property rights, or the relevant Physical Asset (if any)).
3.3 GoMint reserves the right to charge fees, commissions, royalties or other charges (“Fees”) from time to time at its sole discretion. Such Fees will be agreed with sellers on an individual basis and may vary depending on the level of customer support or promotional and marketing services required from GoMint.
3.4 When a Token is sold as a primary sale, GoMint will retain the agreed percentage of the gross sales value and the balance will be remitted to the primary seller. When a Token is sold as a secondary sale, GoMint will retain the agreed percentage of the gross sales value, which may include an agreed percentage royalty payable to the primary seller of the Token, and the balance will be remitted to the secondary seller.
3.5 Users are liable for any taxes payable in any jurisdiction associated with their sale of any Tokens.
4. Purchasing Tokens
4.1 The GoMint App provides the functionality to purchase Tokens representing Digital Assets or Physical Assets. At GoMint’s sole discretion, certain Tokens may be made available for pre-order prior to sale via the GoMint App. In order to buy Tokens, you will need either a Hedera Hashgraph HBAR account or a PayPal account. In order to transfer a purchased Token to you, you will need a Hedera Hashgraph wallet which supports Hedera Token Service tokens. YOU CANNOT PURCHASE TOKENS USING AN EXCHANGE ACCOUNT. IF YOU SEND HBARs FROM AN EXCHANGE ACCOUNT, IT IS LIKELY YOU WILL LOSE THOSE HBARs AS THEY CANNOT BE LINKED BACK TO YOU.
4.2 Unless otherwise stated in any special terms, whilst the Token may include a copy of the underlying Digital Asset (if any), the Token will not include any associated intellectual property rights which shall be retained by the seller, the original creator or rights owner (as the case may be). A purchaser of a Token representing a Digital Asset will instead be granted a limited worldwide, non-exclusive, license to use, copy, and display the underlying Digital Asset, solely for non-commercial use except that the purchaser may list the Token for resale on a marketplace that permits the resale of the related Token. Where the Digital Asset includes music or other audio content, a purchaser is not permitted to upload the same to any third party website or platform for any purposes, including but not limited to, public performance.
4.3 A purchaser who offers to buy a Token at a fixed price or places a successful bid for a Token is contractually and legally bound to pay the specified price for such Token and the price will be charged to the purchaser’s account. All transactions are recorded with finality on the Hedera Hashgraph network and are therefore non-reversible and non-refundable. Hedera Hashgraph requires the payment of a transaction fee for every transaction that occurs on the Hedera Hashgraph network. To the extent that such transactions are processed by GoMint, these transaction fees are not separately charged to users and are instead included in any Fees chargeable by GoMint. However, users may incur transaction fees in relation to the processing of transactions via their Hedera Hashgraph wallet, and the same are payable by the relevant user regardless of whether the GoMint transaction was successful or not.
4.4 Purchased Tokens can either be transferred to your Hedera account (via a wallet which supports Hedera Token Service tokens) or held by GoMint in escrow (registered against your email address or Hedera account) and later transferred to your Hedera account in accordance with your written instructions. GoMint reserves the right to charge a fee for holding Tokens in escrow for more than 12 months.
4.5 Tokens may be priced in US dollars or in HBAR, the native cryptocurrency of the Hedera Hashgraph network. Where Tokens are priced in US dollars and you choose to pay in US dollars, the US dollar amount will be collected from your PayPal account, but where you pay in HBAR, GoMint reserves the right to charge an exchange fee. Where Tokens are priced in HBAR and you pay in HBARs, the HBAR amount will be collected from your HBAR account, but where you pay in US dollars, this will be rounded up to the nearest US dollar value which is equivalent to such HBAR value at that time (at the sole determination of GoMint) and GoMint also reserves the right to include an exchange fee.
4.6 GoMint does not provide any warranty or representation relating to:
4.6.1 the accuracy or fairness of any price of a Token offered for sale on the GoMint App;
4.6.2 the availability or issuance of any particular numbered edition to a purchaser where a Token class is offered as limited edition instances (these will be issued in sequential order based on the transfer timestamp which may not correspond to the sequential order of payment timestamps);
4.6.3 suitability or non-infringement of any Token or Digital Asset; nor
4.6.4 in the case of Physical Assets, the description, availability, delivery timeline, quality, fitness-for-purpose or suitability of the same
4.7 Users are responsible for paying any sales-related or value added taxes associated with the purchase of a Token on the GoMint App and are also responsible for any taxes payable in any jurisdiction associated with their purchase, holding, ownership and resale of any Tokens.
4A. Converting Tokens
4A.1 The GoMint App provides the functionality for Tokens to be converted into HIP17 compliant tokens for no additional charge to any party. (N.B. You can find more information about HIP17 here). The conversion process is available on a per-Token basis and subject to the right for the relevant Token creator to reject and opt-out from the process.
4A.2 In the event of (i) receipt of a creator’s written opt-in or (ii) failure of a creator to submit a written opt-out by a date to be notified by us, GoMint will automatically activate the conversion process for the relevant Tokens.
4A.3 Once the conversion process is made available for a specific Token or collection of Tokens, the then-current owner of the relevant Token may optionally activate the conversion process for their specific Token on the understanding that (i) the original Token shall be locked in GoMint’s treasury account; and (ii) any such conversion would be irreversible.
5.1 You agree that you may not, nor permit any third party to do any of the following: (i) use the Digital Assets to advertise, market, or sell any third party product or service; (ii) use the Digital Assets in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iii) sell, distribute for commercial gain, publicly perform or otherwise commercialize the Digital Assets, except as expressly permitted in these Terms or otherwise in any special terms agreed with the relevant seller; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to any Digital Asset.
6.1 You confirm that you are over the age of 13, as the GoMint App is not intended for children under 13.
6.2 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.
6.3 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 APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
7. Sanctions & KYC
7.1 By using the GoMint App and/or purchasing Tokens, you confirm to not be listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List or the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions.
7.2 You further confirm not to be resident of, citizen of or located in a geographic area that is subject to UN, US or EU embargoes.
7.3 You confirm to not be domiciled in or organized under the laws of any country whose legislation conflicts with the purchase of Tokens.
7.4 GoMint maintains a risk-based approach in order to assess and prevent any money-laundering and terrorist financing risks. Accordingly, we reserve the right to: (i) report suspicious transactions to the relevant law enforcement authority; (ii) require users to provide up-to-date ‘KYC’ identity information and documents in case of suspicious or high-value transactions (whether individually or in aggregate); or (iii) temporarily suspend or terminate a user’s access to the GoMint App when we have reasonable suspicion that such user is engaged in illegal activity.
8. Inherent Risks
8.1 You accept and acknowledge each of the following:
A. There are risks associated with using cryptocurrencies, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that GoMint will not be responsible for any communication failures, disruptions, errors or delays you may experience when using the Hedera Hashgraph network, howsoever caused.
B. You are solely responsible for determining what, if any, taxes apply to your transactions via the GoMint App. GoMint is not responsible for determining the taxes that apply to your transactions.
C. GoMint does not store, send, or receive Tokens within the GoMint App. Any transfer of Tokens, or storage in escrow pending such transfer, occurs within the Hedera Hashgraph network.
D. The value of digital assets is volatile and fluctuations in the price of cryptocurrencies and other digital assets could materially and adversely affect the value of your Tokens. Accordingly, we cannot guarantee that the value of Tokens purchased via the GoMint App will be retained.
E. The regulatory regime governing distributed ledger technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the GoMint ecosystem, and therefore the potential utility or value of Tokens purchased via the GoMint App.
9.1 In the event of circumstances beyond our reasonable control, or any other event that would make provision of the GoMint App or the Site commercially unreasonable for GoMint, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or part of the GoMint App or the Site.
9.2 In the event that you breach any material term of these Terms, we may terminate your access to the GoMint App or the Site as far as technically feasible in our sole discretion, immediately and without prior notice, and delete or deactivate your account and all related information and files in such account without liability to you.
10. Limitations and Disclaimers
10.1 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, GOMINT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, WRITTEN, ORAL OR STATUTORY.
10.2 To the fullest extent permitted by applicable law: (i) in no event will GoMint or any of its subsidiaries, affiliates, directors and employees be liable for any damages, whether direct, indirect, special, incidental, or consequential, of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale and purchase of Tokens or use of the GoMint App, the Site or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable.
10.3 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP IS AT YOUR SOLE RISK, AND THAT THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APP AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APP WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APP WILL BE ACCURATE, (III) THE APP OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10.4 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILFUL INTENT OR GROSS NEGLIGENCE.
10.5 WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE HEDERA HASHGRAPH NETWORK OR ANY CRYPTOCURRENCY WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECT TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLETS; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APP, HEDERA HASHGRAPH NETWORK, OR CRYPTOCURRENCY WALLETS.
10.6 TOKENS ARE INTANGIBLE DIGITAL OBJECTS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE HEDERA HASHGRAPH NETWORK. WE HAVE NO CONTROL OVER THE HEDERA HASHGRAPH NETWORK AND MAKE NO GUARANTEES OR PROMISES IN RELATION TO THE SAME.
11.1 You agree that you will be responsible for your use of the GoMint App or the Site and holding Tokens and you agree to defend, indemnify, and hold harmless GoMint and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “GoMint Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the GoMint App, site or token at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party.
11.2 GoMint reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with GoMint’s defense of such claim.
12. Third Party Sites
12.1 Users may promote Tokens and Digital Assets available via the GoMint App on third party websites, social media channels or other resources (collectively, “External Sites”). We have no control over any External Sites, are not monitoring their content and where we provide any links to any such External Sites, these are for informational purposes only. You acknowledge and agree that we do not endorse any advertising, descriptions or other content or materials on or made available by any External Sites.
12.2 Furthermore, you acknowledge and agree that we are not liable for any loss or damage as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, descriptions or other content or materials on, or made available by, any External Sites, whether or not the same relates to any Tokens or underlying Digital Assets offered on the GoMint App.
13. Waiver of Class Lawsuits
13.1 ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE CONSOLIDATED WITH THOSE OF ANY OTHER USER.
15. Governing Law and Jurisdiction
15.1 These Terms and all claims relating to or arising out of these Terms, or the breach thereof, whether in contract, tort or otherwise, shall be governed by English Law.
15.2 Any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by the courts of England & Wales.
16.1 If a provision of these Terms is unenforceable as written, but could be changed to make it enforceable, that provision should be modified to the minimum extent necessary to make it enforceable. Otherwise, that provision should be removed.
16.2 GoMint may assign your agreement to any affiliate of GoMint, any other company that obtains control of the company, or any other company that buys assets of GoMint.
16.3 Neither the exercise of any right under these Terms, nor waiver of any breach of these Terms, waives any other breach of these Terms.
16.4 These Terms constitute the entire agreement and understanding between you and GoMint. These Terms may be updated from time to time at GoMint’s sole discretion and shall then apply to all future activity on the GoMint App.
16.5 You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.