Ubox User Agreement

Ubox (hereinafter referred to as “Ubox”, “we”, “our”, or “us”) owns and operates an NFT (as defined below) trading platform. This Ubox User Agreement (hereinafter referred to as the “Agreement”) constitutes a service agreement entered by and between you (hereinafter referred to as “you” or “your”) and us, governing your access to and use of our website, APIs, APPs, or other software, tools, or functions related to our services (hereinafter collectively referred to as “Site”), as well as governing the creation, purchase, sale, exchange, display, and other related activities involving NFTs on our Site (hereinafter collectively referred to as the “Services”).

This Agreement contains terms, conditions and definitions related to our services, risk disclosures related to NFTs, intellectual property ownership, disclaimers, and other related content. Before using our Site and Services, please carefully read and understand any and all terms and conditions of this Agreement. Unless you have fully read, understood and agreed all the terms and conditions of this Agreement, please do not access our Site or use any of our Services. Your clicking “Agree” , “Consent”, “Confirm”, or “Next”, or your purchase, use, continued access, or any other express or implied acceptance of this Agreement will be deemed as your consent to be bound by this Agreement. This Agreement shall become legally binding document between you and Ubox.

  1. Definitions

“NFT”, also known as non-fungible token, refers to a digital asset based on blockchain technology with a unique on-chain serial number, which may be used for display, purchase, sale, and gifting and so on.

“Artwork” refers to any art, design or drawings created in any form or media that may be associated with NFT, including but not limited to videos, photos, and paintings.

“Intellectual Property Rights” refer to any intellectual property rights including but not limited to patents, copyrights, trade secrets, trademarks, and other intellectual property rights recognized in any or related jurisdictions.

“Licensor” refers to a third party who owns or is the licensor of the Artwork associated with NFTs.

  1. Risk Disclosures

You acknowledge, accept and confirm the following risks and you should be solely and fully responsible for any losses arising out of or in connection with the following :

Market risk: The NFT market is still new and uncertain. Price fluctuations can be significant, and buying, selling, trading, and/or holding NFTs involves significant risk, which may result in substantial losses. You should not invest more than you can afford to lose. It is unknown whether the price of a particular NFT will rise or fall, and whether you will lose some or all of the value of that NFT.

Liquidity risk: The NFT market has varying degrees of liquidity. Some NFT markets may be highly liquid while others may have poor liquidity. Poor liquidity in NFTs may result in your inability to sell, redeem, transfer or trade NFTs that you hold, purchase or acquire.

Legal risk: The legal status of certain NFTs may be uncertain, which means that the legality of holding or trading them is not always clear. You are responsible for understanding how NFTs are addressed, regulated, and taxed under applicable laws.

Wallet or custody security risk: Ubox does not provide any storage, transmission or receipt services for homogenized tokens. Depositing or having homogenized tokens in any third-party custody institution or wallet service providers may be subject to security risks, including security vulnerabilities, contract breaches, and risk of loss. You should be wary of allowing third party to hold your homogenized tokens.

Limited supervision risk: Most NFT trading platforms are not subject to regulation or supervision by relevant regulatory or governmental authority agencies. There is no regulatory or governmental authority or entity that can take action to protect the value of NFTs in a crisis or adjust its supply.

Cyber-attack and fraud risk: Digitalized goods are often targeted by hackers and criminals for fraud. The nature of NFTs and distributed ledger technology may increase the risk of cyber-attacks.

Account security risk: There is a risk of unauthorized access by third parties of your login credentials to gain access to your account, which may be due to your negligence or third parties gaining control of another device or account you are using.

Irreversibility: Due to the decentralized nature of NFTs, their transfer may be irreversible, and any losses resulting from fraud or accidents may also not be recoverable.

Taxation risk: Due to the uncertainty of NFTs' tax characteristics, you must consult a tax expert regarding the tax implications of acquiring, storing, transferring, and using any NFT.

Third-party risk: You may suffer losses due to the actions or conditions of third parties. And such third parties may be those cooperating with us to provide services (such as IT service providers), or those you engaged and those engaged by neither us nor you.

System failure and delay risk: You may encounter system failures, interruptions, errors, delays, and other risks while using our Services. Also, all trading of NFTs is subject to screening by us for compliance and risk control purposes, which may result in delays or reject of the transaction. We are not responsible for any such events for any reason.

Defects on purchased NFTs and risks of being inaccessible on Ubox: When purchasing NFTs, you may purchase fake assets, assets with incorrect tags or defective smart contracts, and/or assets that are prone to metadata degradation, or may be difficult to transfer. Ubox reserves the right to hide the foregoing collections, contracts, and assets that are affected by any of the foregoing issues or other issues. This may result in the assets you purchased being inaccessible on our platform. You acknowledge and assume any risks associated with that.

Unforeseeable risks: This Agreement cannot list all the risk factors that you may face. You need to ensure that you understand the technical, economic, and legal nature of NFTs and manage your risk exposure based on your understanding and risk preferences.

  1. Eligibility

By registering for a Ubox Account (as defined below) and/or accessing and using our Services, you represent and warrant that:

  • You are at least 18 years old and have reached the legal age in your jurisdiction;

  • You have full legal capacity and sufficient authorizations to enter into this Agreement

  • You do not currently have a Ubox Account;

  • You have not been suspended or banned from using any of our Services, or had your account closed by us previously;

  • You are not subject to or the person you are acting on behalf of is not subject to any sanctions administrated or imposed by any sanctions authorities;

  • Purchasing, selling, and trading NFTs and using our Services are not prohibited under the laws of any jurisdiction to which you may be subject; and

  • You are not located in, or a citizen or resident of a country that we prohibit. These countries include, but are not limited to, mainland China, Russia, Cuba, Syria, Iran, Afghanistan, Bangladesh, and other jurisdictions prohibited by us from time to time.

You may only use our Services in accordance with this Agreement and to the extent that all applicable laws permit. We have no obligation or capability to, therefore do not, verify whether the access or use of our Services by you is permitted under the laws and regulations of any jurisdiction to which you may be subject, and we shall not be liable for any violation of any such laws and regulations resulting from your use of our Services. If you no longer meet our eligibility criteria after registering for a Ubox Account, you must notify us immediately, and we may suspend or close your account. You acknowledge and agree that we may change our eligibility criteria, including adding additional requirements, at any time. If we do so, we will update this Agreement.

  1. Account Registration

Before accessing or using our Services, you will need to register an account (“Ubox Account”) on our Site. Before registering a Ubox Account, you must confirm that you are a person, legal entity, or other entity that is authorized to enter into this Agreement with us and to use our Services legally, and meet the eligibility requirements in Article 3. If you are not eligible to register a Ubox Account, we have the right to refuse to open an account for you. If you have already opened an Ubox Account, we have the right to suspend, terminate, and/or close your Ubox Account without prior notice and you should be liable for all adverse consequences arising from that.

We have the sole discretion to decide whether to approve or reject your application for opening a Ubox Account for you. Also, in order to comply with anti-money laundering (“AML”) and anti-terrorism financing (“CTF”) requirements, and combat proliferation financing and sanctions, you should complete the relevant identity identification and verification process as required by us prior to the registration of a Ubox Account or the establishment of a business relationship with Ubox. Ubox may also require you to provide additional information and documents from time to time to determine your eligibility to register a Ubox Account and use our Services.

You are solely and fully responsible for all actions or activities that occur in your Ubox Account. You agree and authorize Ubox to accept and rely on any instructions, orders, transactions, notices, communications, and any other actions initiated, given, provided, made, or taken by you or through your Ubox Account. You may not register or maintain more than one Ubox Account, and if we know or suspect that you are using or accessing our Services through multiple Ubox Accounts, we may suspend or close your Ubox Account.

Your Ubox Account is personal to you, and you should ensure the security of your Ubox Account login credentials and not disclose them to anyone else. If you lose or forget your Ubox

Account login credentials, you should immediately contact us at service@ubox.io. Before we restore your access to your Ubox Account, we may require you to prove your identity and that the Ubox Account belongs.

If you know of or suspect: 1) any unauthorized access or use of your Ubox Account; or 2) your Ubox Account login credentials have been compromised, you should immediately contact us at service@ubox.io. Upon receipt of such notification, we will investigate the matter and may require you to take certain measures to restore access to your Ubox Account. You hereby agree to provide all reasonable assistance and cooperation that we may request or require to restore your Ubox Account.

  1. Prohibited Use of Our Site and Services

You may not use or access our Site and Services for any illegal purposes, including but not limited to:

  • Activities related to human trafficking, money laundering, financing terrorism, and the proliferation of weapons of mass destruction;

  • Manufacturing, transporting, developing, buying, selling any illegal goods or services, or otherwise facilitating any of the aforementioned activities, or promoting and marketing the aforementioned activities;

  • Promoting, creating, and disseminating or otherwise exploiting illegal, obscene, pornographic, or sexually explicit materials or content related to pedophilia or other sexual materials or content related to children and/or minors, or containing propaganda and promotional materials or content that incites or glorifies war, human rights violations and/or dignity, or otherwise utilizing the aforementioned materials or content, violating public order or relevant laws and regulations;

  • Infringing on the Intellectual Property Rights or other rights of any third party;

  • Endangering national security, disclose state secrets, undermine national unity, damage national reputation and interests, incite ethnic hatred, ethnic discrimination, and damage ethnic unity;

  • Any activities related to drugs, narcotics, or hallucinogens;

  • Any activities related to any type of weapons;

  • Illegal gambling services;

  • Ponzi schemes, get-rich-quick schemes, pyramid or other frauds;

  • Goods subject to any trade embargo;

  • Activities that are harmful to minors and in violation of applicable laws and regulations;

  • Activities that are harmful to endangered and protected plants and animals;

  • Transferring, giving, borrowing, renting, transferring or selling Ubox Accounts to third parties for use;

  • Any other activities related to illegal goods, services or transactions.

Without prejudice to the foregoing, you hereby agree that you shall not use our Services to fund, finance, engage in, or otherwise support any of the activities referred to in Article 5 of this Agreement. You shall not interfere with or attempt to interfere with the normal operation of our Site or the proper provision of our Services by using any virus, device, information collection or transmission mechanism, software, program, or routine, or otherwise access or attempt to access any data, files or passwords relating to us through hacking, password or data mining, or any other means.

  1. Authorization, Reversal and Cancellation by You

You acknowledge and agree that all instructions received from your Ubox Account will be deemed as have been provided, given, made, initiated or authorized by you, and you are solely and fully responsible for any losses arising from or related to such instructions.

You authorize us to initiate the purchase at the quoted purchase price, or initiate the sale at the quoted sale price by proceeding with the orders to the next step on the Site. Once you submit the order execution on our Site and instruct to proceed with the purchase or sale, you cannot cancel, reverse, or change any purchases or sales. You are responsible for ensuring that you have sufficient assets or funds to make the payment, otherwise your purchase or sale may not be fully fulfilled, and may be fully cancelled by the system.

  1. Errors

If any errors in orders or related information occur during your use of our Services due to system failures or any other reasons, Ubox may correct such errors and modify your transaction information accordingly, or cancel your order and refund funds or assets already received to you.

  1. Suspension, Termination and Closure of Your Ubox Account

Ubox may to suspend, restrict, or terminate your access to any or all of our Services, and/or de-active and close your Ubox Account, for any reason, including but not limited to the following reasons, and such actions shall be effective immediately:

  • We have reason to believe that we need to do so to protect our reputation;

  • We have reason to believe that we are required to do so under applicable laws or regulations, or in accordance with any order or direction from by any authorities to which we are subject any jurisdiction;

  • We have reason to suspect that a breach to this Agreement has occurred or is likely to occur;

  • We are concerned about errors in an order or the security of your Ubox Account; or

  • We suspect that you have used our Services in a fraudulent or unauthorized manner, or for any illegal or prohibited activities.

Upon the closure of your Ubox Account, the Agreement between you and us will terminate and you will no longer be able to access and/or use our Services. However, any articles, or provisions of this Agreement that are intended to survive termination (whether expressly or by implication) shall remain in full force and effect.

  1. Cancellation, Suspension, or Termination of Your NFT Transactions

During your business relationship with Ubox, we may immediately cancel, suspend, or terminate any NFT transaction before its execution in the following circumstances:

  • We have reason to believe that your use of our Services violates any applicable laws or regulations, or the requirements of any authority;

  • You have failed to make any required payment or deliver any agreed digital assets as required;

  • We know or suspect that the NFT or funds you have delivered may be subject to liens, encumbrance, or other third-party rights;

  • We, in our absolute discretion exercised in good faith, believe that it is necessary to terminate the transaction to maintain the security and integrity of our Services or systems; or

  • We have reason to believe that you have committed or may commit an Event of Default (as provided for in Article 11 of this Agreement).

If we cancel, suspend, or terminate any your NFT transaction under this Article prior to its execution, we will provide you with a notice stating the reasons for such cancellation, suspension, or termination, unless prohibited by law or related authorities.

  1. User Privacy

We place great importance on the protection of your personal data, and you agree that we collect, use, store, process, and disclose your personal data necessary for the provision of our Services to you in accordance with this Agreement and our “Ubox Privacy Policy”. Before using our Services, please carefully read our Ubox Privacy Policy. If you have any questions or concerns, please feel free to contact us at any time.

  1. Event of Default

Each of the following events shall be deemed as an “Event of Default”:

  • Any information or document provided by you for the registration of your Ubox Account or at any time thereafter is incorrect, incomplete, or misleading;

  • You fail to comply with any provisions of this Agreement or fulfill the obligations agreed upon under this Agreement;

  • Any statement, representation, and/or warranty made by you is or ceased to be untrue or inaccurate in any respect;

  • We have reasonable grounds or a reasonable suspicion that you are using our Services to engage in activities prohibited by us directly or indirectly (as provided in Article 5 of this Agreement).

  1. Taxation

We make no representations or warranties regarding any value-added tax, sales tax, personal income tax, use tax, or any other taxes (collectively, “Tax”) that may arise from your use of our Site and Services to carry out NFT transactions. You should seek independent Tax advice and make your own assessment of the Tax implications of your use of our Site and Services for your activities. If you are subject to a Tax obligation, you should report and pay the applicable Taxes to the relevant Tax authorities for your NFT transactions and use of our Services. We are not obligated and will not provide you with any Tax advice, assistance in determining whether a Tax obligation applies to you, or in calculating, collecting, or paying any Taxes due from you in connection with your NFT transactions, unless we are required to do so by Tax authorities or applicable laws. If we do so, you agree to reimburse us for any Taxes paid on your behalf. If we hold any amounts payable to you, you hereby agree that we are entitled to offset or deduct any amounts payable by you to us against the amounts payable to you by us.

  1. Intellectual Property Rights

  2. Except for any materials and content provided by you, all intellectual property arising out of or related to our Site and Services, including but not limited to our website logos, database, domain name, trademark, website content, text and graphics, software, photos, videos, music, sound and any combination of the aforementioned files, as well as Intellectual Property Rights in software compilations, associated source code and software (including small applications and scripts), shall be owned by Ubox or its Licensors.

  3. Ubox grants you a limited, non-exclusive, non-transferable, non-sublicensable, and royalty-free license to access and use our website and services in accordance with this Agreement. You may not engage in any over-licensing, resale, distribution, copying, sharing, linking, reverse engineering, modification or creation of derivative works of our intellectual property. You may not use any name, trademark, logo or domain name that is similar to Ubox. You may not take any action or inaction that may dilute, damage or interfere with our intellectual property. The license granted under this Agreement will terminate upon suspension or termination of your Ubox Account or use of our Services.

  4. You may not unlawfully use or dispose of our or anyone else's Intellectual Property Rights in connection with your access and/or use of our Services.

  5. For the content you submit or publish on our Site or through our Services, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, content, data, questions, and other information, you grant us a worldwide, non-exclusive, sub-licensable, and free license to use, copy, modify and display such content. You warrant that you have obtained all the Intellectual Property Rights related to such content and that you will not infringe any third party's Intellectual Property Rights, otherwise you will be fully and solely liable for all responsibilities arising out of or in connection with such infringement or associated disputes.

  6. Under no circumstances shall your login to your Ubox Account or use of any of our Services be considered as a transfer or assignment of any of our Intellectual Property Rights to you.

  7. If you purchase an NFT on our Site, you will be granted ownership of the NFT and its associated rights. Unless we or the Licensor have granted separate license in writing, your purchase does not include the Intellectual Property Rights in the Artwork associated with the NFT.

  1. Disclaimers and Limitation of Liability

ALL NFTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE WE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE WE BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT OR YOUR USE OF OUR SERVICES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION TO ACCESS AND/OR USE OF OUR SITE AND SERVICES SHALL NOT EXCEED THE AMOUNT RECEIVED BY US FOR THE SALE OF THE NFT IN THE RELATED CASE.

  1. Indemnifications

To the extent permitted by applicable laws, if you violate this Agreement or any of our other agreements, policies, procedures or rules, or engage in unlawful behaviors, you agree to indemnify and hold harmless Ubox and its past, present, and future employees, senior management, directors, contractors, advisors, shareholders, suppliers, sellers, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the “Ubox’s Representatives”) from and against any and all third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, costs, and expenses (including, but not limited to, attorneys' fees, litigation expenses, preservation costs, preservation insurance premiums, investigation expenses, notary fees, and all other reasonable expenses) arising out of or related to any of the following, whether known or unknown, foreseeable or unforeseeable, matured or unmatured, and whether based on tort, contract, or other principles (collectively, “Claims”), including but not limited to: (a) your use or misuse of the Services, user information, or NFTs; (b) feedback provided by you; (c) any violations of laws, regulations, or this Agreement, or any other agreements or rules; and (d) infringement of the rights of any third party.

You agree to promptly notify the Ubox’s Representative in the event of any third-party Claims and to cooperate with the Ubox’s Representative in the defense of such Claims. You further agree that the Ubox’s Representatives shall control the defense or settlement of any third-party Claims. The indemnification under this Article is in addition to, and not in lieu of, any other indemnification provisions agreed upon in writing between you and the Ubox Representatives (if any).Top of Form

  1. Modification, Suspension and Termination of our Services

Your acknowledge and agree that we may modify, suspend, or terminate any or all of our Services at any time, temporarily or permanently, at our sole discretion, and without any liability.

  1. Governing Law

This Agreement is governed by and construed in accordance with the laws of Hong Kong.

  1. General

If any provision, term, condition, or Article of this Agreement is deemed invalid or unenforceable, such provision, term, condition, or Article shall be separated from this Agreement and shall not affect the validity or enforceability of the remaining provisions, terms, conditions or Articles of this Agreement.

This Agreement constitutes the entire agreement between you and us regarding your access to and use of our Site, Services and content. Without our prior written consent, you may not transfer or assign this Agreement or any rights or licenses granted hereunder. Even if we do not claim any rights or provisions under this Agreement, it does not constitute a waiver of such rights or provisions. Except as otherwise provided in this Agreement, this Agreement is intended solely for the benefit of the parties and is not intended to grant any third party beneficiary rights to any other individuals or entities.

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