These Terms and Conditions apply to Nuqtah’s Marketplace, a company registered in Saudi Arabia under MISA license (112104312161656), operating as an NFT marketplace licensed to market and sell NFTs.
An Originator under these terms is any party that wants to sell an NFT they originally created and/ or own on Nuqtah’s marketplace under their name and responsibility.
- Content. All content on the Nuqtah Platform is created by Originators. Nuqtah makes no representations or warranties as to the quality, origin, or ownership of any content found in the Marketplace. Nuqtah shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. Nuqtah shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.
Nuqtah’s platform is responsible for all back end procedures using blockchain technology which includes but is not limited to: minting the NFT on the ETH blockchain, registering the Originator on the platform and their artwork, listing the pricing provided by the creative, ensuring wallets are connected and payments are functioning properly.
The Originator will submit their work through the channels Nuqtah shares through email, and following the instructions provided the Originator will then upload it to the website and marketplace accordingly.
As the Originator and owner of the original work, all intellectual property rights to the artwork belong to the Originator solely. Digitizing the artwork into NFT form and selling it on Nuqtah only transfers ownership of the artwork, but does not give the buyer any intellectual rights such as using it in a commercial manner, in any way shape or form, unless the Originator decides otherwise.
- There can be no guarantee or assurance of the uniqueness, originality or quality of any of the NFTs or their Metadata. In the absence of an express legal agreement between the Originator of a NFT and purchasers of the NFTs, there cannot be any guarantee or assurance that the purchase or holding of the NFTs confers any license to or ownership of the NFTs and it’s Metadata or other intellectual property associated with the NFTs or any other right or entitlement.
- Notices for Claims of Copyright Infringement.
Nuqtah will respond to notices of alleged copyright infringement under The Saudi Authority for Intellectual Property guidelines. If an Originators or other person believes that their intellectual property rights have been infringed, please notify us immediately. For Nuqtah to respond, the complaint must provide the following information:
- A physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner;
- A clear identification of the copyrighted work that is claimed to be infringing. - Identification of the online material that is claimed to be infringing, including, if possible, a URL representing a link to the material on the Nuqtah website;
- Information sufficient to permit Nuqta to contact the complainant, such as email address, and telephone number;
- A statement that the complainant has a good-faith belief that the relevant material is being used in a way that is not authorized by the copyright owner, its agent, or under the law; and a statement that is liable and can be upheld in commercial courts that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner.
- Submission of Takedown Requests.
Originators and Buyers may submit their takedown requests using the following contact information:
Jeddah, Saudi Arabia
Prince Saud Alfaisal Street
Vibes Offices, West Building
If an Originators or Buyer believes that the they purchased/ created material has been removed by mistake or misidentification, the Originators and Buyer may provide Nuqtah with a written counter notification containing the following information:
- The Originator or Buyers name, phone number, and email address.
- A description of the material that was removed, along with the URL where the content was posted in the Marketplace prior to its removal.
- The following statement: “I hereby declare, that I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled”.
- The aforementioned statement hereby means that the Originator or Buyer 2
consents to the jurisdiction of the The Saudi Authority for Intellectual Property, and the Commercial courts of the Kingdom for the judicial district in which your IP address is located, or if the Originator or Buyer’s address is outside of Saudi Arabia, any jurisdiction in which the Originator and/ or Buyer may be properly served, and that the Originator and/or Buyer will accept service of process from the person (or their agent) who filed the original notice; and the Originator and/ or Buyers’ electronic or physical signature.
- Upon receipt of a valid counter notification, Nuqtah will forward it to the party who submitted the original notification. The original party (or their
representative) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material. If Nuqtah does not receive any such notification within 10 days, Nuqtah may restore the material to the Marketplace.
- Repeat Infringers:
Nuqtah reserves the right to terminate the accounts or block usage of the Marketplace of any party who is a repeat infringer or who is repeatedly charged with infringement.
Once the artwork (NFT) is on the blockchain, and when a purchase is made, a later minting stage will Marketplacely, meaning the minting fees will be added to the original price set by the Originator, and the buyer will pay for it.
The NFT will be transferred to the buyer's wallet, and ownership will be registered on the blockchain to the buyer.
Nuqtah’s platform offers payment through cryptocurrency and local FIAT payments later on further iterations. However it is required to create and set up a wallet for ease of use of the platform, and for any future resales on the secondary marketplace.
- Fees. Creating, buying, selling or transferring NFTs may be subject to fees, commissions, royalties and other charges, established from time to time in the sole discretion of Nuqtah, an NFT creator or participants in the Ethereum ecosystem. On the date of initial publication of these Terms, Fees include: (a) service fees established by and payable to Nuqtah; (b) commissions on secondary sales of NFTs, established by and payable to the Originatirs of such NFTs. Service fees may be adjusted from time to time in the sole discretion of Nuqtah. Commissions are set in the sole discretion of the NFT Originator and may range from 0% to 100%; in the event that a Buyer acquires an NFT with a 100% commission, the Buyer will be unable to collect any proceeds of a sale of that NFT on the Nuqtah Platform. “Gas” fees are set by the User through the User’s independent Ethereum wallet application, based on the market conditions on Ethereum.
-Forms of Payment. Fees may be paid or payable solely in the manner determined in the sole discretion of Nuqtah. On the date of initial publication of these Terms, all Fees must be paid in
-Finality; No Refunds. All transactions involving the Marketplace are final. All Fees relating are non-refundable except at the sole discretion of Nuqtah (for service fees and other fees within its control) or applicable third parties (NFT Originators, Ethereum miners, etc.).
Nuqtah receives 10% commission on the initial sale of the work on Nuqtah’s marketplace. However any future resales of the work (NFT) on the secondary marketplace the Originator receives the commission agreed upon and included in the smart contract, usually ranging from (0%-20%)
Acceptable Uses. The Nuqtah Platform and other Marketplaces are reserved exclusively for lawful consumer entertainment and artistic purposes.
Prohibited Uses: users must not, directly or indirectly:
- Employ any device, scheme or artifice to defraud, or otherwise materially mislead, Nuqtah,or any member of the Nuqtah Community, including by impersonating or assuming any false identity;
- Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Nuqtah platform, Marketplace or any member of the Nuqta hCommunity;
- Use the Marketplace by or on behalf of a competitor of Nuqtah , or a competing platform or service for the purpose of interfering with the Marketplace to obtain a competitive advantage;
- Engage or attempt to engage in or assist any hack of or attack on the Nuqtah platform, Nuqtah Systems, or any member of the Nuqtah Community, including any “sybil attack”, “DoS attack” or “griefing attack” or theft of NFT, RARI or funds, or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property or interfere with the Marketplace;
- Create, buy, sell or use any NFTs that infringes or in a manner infringing the copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity unless the applicable User owns or controls the rights thereto or has received all necessary consent to do the same;
- Commit any violation of applicable laws, rules or regulations;
- Use the Marketplace in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of other;
- Publish, post, distribute or disseminate any profane, obscene, pornographic indecent or 4
unlawful content, pictures, topic, name, material or information;
- Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
- Trading a NFTs at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFTs, unduly or improperly influencing the market price for such NFTs or establishing a price which does not reflect the true state of the market in such NFTs; for the purpose of creating or inducing a false or misleading appearance of activity in a NFTs or creating or inducing a false or misleading appearance with respect to the market in a NFTs:
- executing or causing the execution of any transaction in an NFT which involves no material change in the beneficial ownership thereof; or
- entering any order for the purchase or sale of a NFTs with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such NFTs, has been or will be entered by or for the same or different parties; or participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a NFTs; utilize the Marketplace to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions;
- utilize the Marketplace to buy, sell or advertise personal, professional or business services;
- utilize the Marketplace to engage in token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events; or
- utilize the Marketplace primarily as a general-purpose communications or messaging or social networking platform.
The foregoing matters are referred to herein as “Prohibited Uses”.
- Nuqtah is not legally responsible if the work an Originator uploaded is not an original (Disputes shall be handled by the specialized court under commercial law proceedings according to Saudi Arabian standard procedures) Nuqtah does not/ will not own the work (NFT) when it is minted on the blockchain, as minting or registering the NFT will only occur in the case of a purchase being made.
- Nuqtah is not liable in the cases of the NFT being a duplicate or in the case it is minted on another platform, due to the Originators’s decisions. The authenticity and number of copies per each NFT is the sole responsibility of the Originator, and under these terms Nuqtah can not be held liable.
- In the case of any dispute between buyer and Originator Nuqtah is not liable and it is strictly a matter between both aforementioned parties.
- Nuqtah is not liable to compensate the Originator for any amount lost in the event an Originator’s wallet is unethically accessed or hacked by a third party due to negligence or bad practice on the Originators part.
- Nuqtah is not liable or responsible for any fluctuation in USD price in relation to ETH, which will affect the pricing the NFT carries. Agreeing to these Terms and Conditions imply understanding prices will fluctuate, and Nuqtah cannot be held liable by neither the Originator or Buyer.
Nuqtah can terminate an originators agreement under any of the following circumstances: - If the artwork is confirmed to be unoriginal/ stolen.
- If there is dispute or fraud in the NFT being sold.
- If the NFT goes against Nuqtah’s guidelines and has or implies to any of the following: Nudity, Graphic language, Politics, Sexual references and undertones, Religious references, Racist/ Hate speech conotations, Nuqtah is hereby obligated to remove the NFT and warn the Originator of such violations of the Terms and Conditions.
- If there has been a breach of trust, by either cheating the buyer out of their purchase, or faking a purchase, or selling the same NFT on several platforms.
- Consequently, Nuqtah has the right to terminate an agreement without providing reason if it goes against the Terms and Conditions and Guidelines mentioned herein. - The Originator can terminate the agreement with Nuqtah, anytime by removing their NFTs from listing off the marketplace.
- Featuring the Originators' artwork on the website, social media channels and other Nuqtah venues.
- Participating in photography shoots by Nuqtah for (highlight the artists) campaigns.
- Participating in collaborative work with third parties promoting web 3, Nuqtah Originators, Saudi digital art.
- Originators and Buyers Responsible for Accounts / Addresses. Originators and Buyers are responsible for all matters relating to their accounts (if any) on the Nuqtah Marketplace or the blockchain accounts or addresses through which they interact with the Marketplace, and for ensuring that all uses thereof comply fully with these Terms. Originators and Buyers are responsible for protecting the confidentiality of their login information and passwords (if Marketplace applicable) for the Nuqtah Marketplace or the private keys controlling the relevant blockchain accounts or addresses through which they interact with the Marketplace.
- Nuqtah May Discontinue Marketplace. Nuqtah shall have the right at any time to change or discontinue any or all aspects or features of the Marketplace.
- Nuqtah May Deny Access to or Use of the Marketplace. Nuqtah reserves the right to terminate Originators and Buyers access to or use of any or all of the Marketplace at any time, without or without notice, for violation of these Terms or for any other reason, or based on the discretion of Nuqtah. Nuqtah reserves the right at all times to disclose any information as it deems necessary to satisfy any Marketplace applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Nuqtah’ sole discretion. NFTs or other materials uploaded to the Marketplace may be subject to limitations on usage, reproduction and/or dissemination; Originators and Buyers are responsible for adhering to such limitations if you acquire a NFT. Originators and Buyers must always use caution when giving out any personally identifiable information through any of the Marketplace. Nuqtah does not control or endorse the content, messages or information found in any Marketplace and Nuqtah specifically disclaims any liability with regard to the Marketplace and any actions resulting from any Originators and Buyers participation in any Marketplace.
- Monitoring. Nuqtah shall have the right, but not the obligation, to monitor the content of the Marketplace, to determine compliance with these Terms and Conditions and any operating rules established by Nuqtah and to satisfy any law, regulation or authorized government request. Nuqtah shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Marketplace. Without limiting the foregoing, Nuqtah shall have the right to remove any material that Nuqtah, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable
- Copyright Notice. “Nuqtah” and its logos are trademarks of Nuqtah. All rights reserved. All other trademarks in the Marketplace are the property of their respective owners.
- No Consequential, Incidental or Punitive Damages. Notwithstanding anything to the contrary contained in these Terms, Nuqtah shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Nuqtah has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
- Limitation of Liability. Nuqtah’s liability for damages to each user shall in all cases be limited to, and under no circumstances shall exceed, Nuqtah’s service fees actually received by Nuqtah from such user.
- Disclaimer of Representations. The Marketplace is being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Nuqtah is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Marketplace and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Marketplace. User acknowledges and agrees that use of the Marketplace is at the
User’s own risk.
- No Responsibility for NFTs; No Guarantee of Uniqueness or IP. Nuqtah has no responsibility for the NFTs created or traded by users on the Nuqtah Platform. Nuqtah does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFTs created or traded by users on the Nuqtah Platform.
- No Professional Advice or Liability. All information provided by or on behalf of Nuqtah is for informational purposes only and should not be construed as professional, accounting or legal advice. users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Nuqtah. Before users make any financial, legal, or other decisions involving the Marketplace, users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
- Limited Survival Period for Claims. Any claim or cause of action a user may have or acquire in connection with the Marketplace or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Nuqtah solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.
- Third-Party Marketplace and Content. References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to users in connection with the Marketplace. In addition, third parties may offer promotions related to the Marketplace. Nuqtah does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If users access any such resources, products, services or content or participate in any such promotions, users do so solely at their own risk. Each User hereby expressly waives and releases Nuqtah from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Nuqtah shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.
- Certain Uses and Risks of Blockchain Technology.
Use of Blockchain Technology. Nuqtah utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in performing the Marketplace. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.
Certain Risks of Blockchain Technology. The technology utilized in delivering the Marketplace depends on public peer-to-peer networks such as Ethereum that are not under the control or influence of Nuqtah and are subject to many risks and uncertainties. Such technologies include the Nuqtah System, which Nuqtah may have limited or no ability to change, other than ceasing to support certain “smart contracts” and adding support for new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Marketplace. Nuqtah will not be able to restore or issue any refund in respect of any NFTs due to lost private keys. If a user is not able to spend or use an NFT due to loss or theft of the corresponding private key or otherwise, a user will be unable to exercise their
rights with respect to such NFTs.
Certain Risks of Smart Contract Technology. NFTs, and other digital assets relevant to the Nuqtah Platform depend on the Nuqtah System or other smart contracts deployed to Ethereum, some of which may be coded or deployed by persons other than Nuqtah. Once deployed to Ethereum, the code of smart contracts, including the Nuqtah System, cannot be modified. In the event that the Nuqtah System or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum, users may be exposed to a risk of total loss and forfeiture of all NFTs, and other relevant digital assets. Nuqtah assumes no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law.
Asset Prices. The fiat-denominated prices and value in public markets of assets such as ETH and NFTs, have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any ETH, NFT, may decline below the price for which a user acquires such asset through the Nuqtah Platform or on any other platform. Users acknowledge and agree that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any ETH, NFTs, or other digital assets associated with the Nuqtah Platform.
Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Nuqtah Platform, NFTs, could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of the user to continue the use and enjoyment of such assets and technologies.
Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, the Nuqtah Platform and NFTs, including the theft, loss or inaccessibility thereof.
Fork Handling. Ethereum, the Nuqtah System and the NFTs, may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Nuqtah may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Nuqtah does not assume any responsibility to notify a user of pending, threatened or
completed forks. Nuqtah will respond to any forks as Nuqtah determines in its sole and absolute discretion, and Nuqtah shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a user detriment. Without limiting the generality of the foregoing, Nuqtah’s possible and permissible responses to a fork may include: (i) honoring the Nuqtah System and NFTs, on both chains; (ii) honoring the Nuqtah System and NFTs on only one of the chains; (iii) honoring the Nuqtah System and NFTs in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by Nuqtah in its sole and absolute discretion. Nuqtah reserves the right to only allow one NFT to be associated with the relevant metadata forming the NFTs, notwithstanding that copies of such NFT.