These Terms of Use and NFT Sale Terms (the “Terms”) govern your access to and use of the Upload website, minting interface, smart contracts, content, and related services (collectively, the “Services”), and your minting, purchase, ownership, use, sale, and transfer of Upload NFTs (the “NFTs”).
As used in these Terms, “Company,” “we,” “us,” or “our” means the creator(s), owner(s), operator(s), licensor(s), and/or administrator(s) of Upload.
By accessing or using the Services, connecting a wallet, or minting, purchasing, selling, or otherwise using an NFT, you accept and agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Definitions
“NFT” means a non-fungible token associated with the Upload collection and recorded on the applicable blockchain.
“NFT Artwork” means only the specific final image or artwork uniquely associated with a particular NFT that you lawfully own.
“Project Assets” means all intellectual property and other assets related to the project other than the NFT Artwork tied to a specific NFT, including the Upload name, logos, trademarks, service marks, trade dress, website, software, code, smart contracts, text, design system, collection concept, characters, traits, templates, backgrounds, story, lore, prompts, workflows, generation pipelines, promotional materials, audiovisual content, and any other content not expressly granted in these Terms.
“Services” includes any website, mint page, app, Discord, social channels, support channels, or other interfaces or materials we provide.
2. Eligibility and Compliance
You may use the Services and mint, purchase, or hold an NFT only if:
- you are at least 18 years old and legally capable of entering into a binding agreement;
- you are not prohibited from using the Services under applicable law;
- you are not located in, resident in, organized in, or ordinarily resident in any jurisdiction subject to sanctions, embargoes, or comprehensive trade restrictions under applicable law;
- you are not a blocked, sanctioned, or restricted person, and are not owned or controlled by or acting on behalf of any such person or entity; and
- your wallet, funds, and use of the Services do not violate applicable anti-money laundering, sanctions, export-control, or other laws.
You may not use a VPN, proxy, false identity, nominee, intermediary wallet, or other method to evade any geographic or legal restriction.
We may restrict, suspend, deny, or terminate access to the Services at any time if we believe doing so is necessary or appropriate for legal, regulatory, risk-management, or compliance reasons.
3. Digital Collectibles Only; No Investment Purpose
The NFTs are digital collectibles only. They are not securities, investment contracts, ownership interests, profit-sharing instruments, revenue-sharing instruments, financial products, or any other regulated investment product.
Nothing in the Services, the NFTs, any roadmap, whitepaper, social post, Discord message, interview, marketing material, or other communication is or should be understood as:
- financial, investment, legal, or tax advice;
- a promise of profit, appreciation, or resale value;
- a promise of liquidity or a secondary market;
- a promise of ongoing development, support, utility, or future features; or
- a promise that we or any third party will take actions intended to increase the value of any NFT.
You acknowledge that you are acquiring the NFT for its collectible value, and not with any expectation of profit based on our efforts or the efforts of others.
4. Mint Price; Payment; Finality
The mint price for each NFT is USD $20.00, or the digital-asset equivalent displayed at the time of mint, if applicable.
You are solely responsible for all gas fees, network fees, validator or miner fees, marketplace fees, bridge fees, payment processor fees, taxes, and any other third-party charges.
All mints, purchases, and sales are final. No refunds, returns, cancellations, or exchanges will be provided except as required by non-waivable law.
We are not responsible for failed transactions, delayed transactions, duplicate transactions, transactions sent to the wrong wallet or chain, smart contract failures, payment processor failures, or fluctuations in digital asset prices before, during, or after a transaction.
If you initiate a chargeback or payment dispute, we may suspend or terminate your access to the Services to the extent permitted by law.
5. Wallet Responsibility and Blockchain Risk
You are solely responsible for the security and use of your wallet, including your private keys, seed phrase, passwords, approvals, and transaction authorizations.
You acknowledge and accept all risks associated with blockchain technology and digital assets, including:
- loss or theft of private keys or seed phrases;
- phishing, social engineering, or malware;
- wrong-address transfers;
- permanent and irreversible transaction execution;
- chain forks, reorgs, congestion, downtime, and failures;
- bugs, exploits, hacks, or vulnerabilities in smart contracts or wallets;
- unsupported marketplaces or incompatible wallets;
- metadata issues, unavailable content, or third-party hosting failures; and
- changes in laws, taxes, or regulation.
We do not custody wallets or assets. We cannot recover assets, reset wallets, reverse transactions, or restore access.
6. Ownership of the NFT
If you lawfully mint or acquire an NFT and continue to own it, you own that NFT token as recorded on the applicable blockchain.
Ownership of the NFT token does not mean ownership of Upload, the Project Assets, or any intellectual property except as expressly stated in these Terms.
7. Rights in Your Specific NFT Artwork
Subject to your continued compliance with these Terms and your continued lawful ownership of a specific NFT, we grant to you all rights, if any, that we may own in and to the specific final NFT Artwork uniquely associated with that NFT, solely to the extent transferable under applicable law.
To the extent any such rights are not transferable, do not exist, or the NFT Artwork is not eligible for copyright protection or registration in any jurisdiction, we grant you an exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, display, distribute, modify, create derivative works from, and commercially exploit that specific NFT Artwork.
This Section applies only to the specific final NFT Artwork tied to the NFT you own, and does not include any Project Assets or any rights expressly reserved in these Terms.
We make no representation or warranty that any NFT Artwork is copyrightable, registrable, enforceable, or entitled to any particular intellectual property protection in any jurisdiction.
8. Reserved Rights; Upload Carveout
Except for the rights expressly granted in Section 7 with respect to the specific NFT Artwork tied to a particular NFT, we retain all right, title, and interest in and to the Project Assets.
You do not receive any right, title, or interest in:
- the Upload name;
- any trademark, logo, domain name, social handle, slogan, or brand asset;
- any prompts, workflows, source files, style guides, generation pipelines, trait libraries, templates, collection logic, or production methods used to create the NFTs;
- any collection-wide art direction, concepts, backgrounds, traits, or visual system as standalone assets;
- any story, lore, characters, universe, or future media rights;
- the website, minting interface, software, code, or smart contracts; or
- any artwork or content not uniquely associated with the specific NFT you own.
You may not use the Project Assets in any way that suggests sponsorship, endorsement, partnership, affiliation, or official status without our prior written consent.
9. Transfer of NFT
If you sell, transfer, assign, gift, burn, or otherwise dispose of your NFT, the rights granted to you under Section 7 automatically terminate as to you and pass only with lawful transfer of the NFT, to the extent permitted by applicable law.
Any attempted transfer, assignment, or sublicense of rights separate from the NFT itself is void.
10. Artistic Style; AI-Assisted Variations
You acknowledge and agree that Upload is an AI-assisted art project and that NFT Artwork may include imperfections, irregularities, unexpected variations, or model-generated deviations that make a final image differ from conventional expectations or from other artworks in the collection.
Such characteristics are an intentional part of the artistic style and creative identity of the project and shall not be considered defects, errors, failures of delivery, or non-conformities.
11. Metadata; Reveal; Project Changes
We may, at any time and without liability, update, modify, reveal, replace, reformat, or stop hosting metadata, artwork files, descriptive text, website content, or other non-on-chain elements of the Services, except to the extent prohibited by applicable law or expressly guaranteed by us in writing.
We do not guarantee that any metadata, media, or access functionality will be available, accurate, permanent, or supported for any particular period.
We may modify, suspend, discontinue, or abandon all or any part of the project or Services at any time, with or without notice.
12. Prohibited Conduct
You may not use the Services or any NFT:
- for any unlawful purpose;
- in violation of sanctions, export controls, anti-money laundering laws, or other applicable law;
- to infringe intellectual property, privacy, publicity, or other rights of others;
- in connection with fraud, deception, impersonation, phishing, or market manipulation;
- to transmit malware, harmful code, or exploit code;
- to harass, threaten, abuse, exploit, or promote violence or hatred;
- to suggest endorsement or affiliation without authorization; or
- in any manner that could expose us or the project to legal, regulatory, or reputational harm.
We may investigate violations and may suspend, terminate, block, or report activity as we deem appropriate.
13. Taxes
You are solely responsible for all taxes, duties, levies, VAT, GST, sales and use taxes, withholding taxes, and similar governmental charges arising from your minting, purchase, ownership, holding, use, sale, or transfer of any NFT.
Unless expressly stated otherwise, prices exclude taxes.
We do not provide tax advice, and you should consult your own tax advisors.
14. No Fiduciary Duties; No Partnership
Nothing in these Terms or the Services creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between you and us.
We owe you no fiduciary duties to the fullest extent permitted by law.
15. Disclaimers
To the maximum extent permitted by law, the Services, NFTs, NFT Artwork, website, smart contracts, metadata, content, and all related materials are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise.
We disclaim all warranties, including merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, availability, security, and error-free or uninterrupted operation.
We do not warrant that the Services or NFTs will have value, retain value, be transferable, be listed on any marketplace, or function as expected on any third-party platform.
16. Limitation of Liability
To the maximum extent permitted by law, we and our affiliates, owners, founders, members, managers, directors, officers, employees, contractors, licensors, agents, successors, and assigns shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, data, digital assets, use, or opportunity, arising out of or related to the Services, NFTs, or these Terms, even if advised of the possibility of such damages.
To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or relating to the Services, NFTs, or these Terms shall not exceed the greater of:
- the amount you paid directly to us for the specific NFT giving rise to the claim; or
- USD $20.
Some jurisdictions do not allow certain disclaimers or limitations, so portions of this Section may not apply to you.
17. Indemnification
You agree to defend, indemnify, and hold harmless us and our affiliates, owners, founders, members, managers, directors, officers, employees, contractors, licensors, agents, successors, and assigns from and against any and all claims, actions, demands, damages, judgments, investigations, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
- your use of the Services;
- your minting, purchase, ownership, use, sale, or transfer of NFTs;
- your breach of these Terms;
- your violation of applicable law; or
- your infringement or violation of any right of any person or entity.
18. Termination
We may suspend or terminate your access to the Services at any time, with or without notice, for any reason or no reason, to the extent permitted by law.
Sections that by their nature should survive termination will survive, including Sections relating to ownership, reserved rights, disclaimers, liability limitations, indemnification, disputes, and governing law.
19. Dispute Resolution
To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any NFT shall be resolved by binding individual arbitration, and not in court, except that either party may bring an individual action in small claims court if eligible, and we may seek injunctive or equitable relief in court for misuse of intellectual property, confidential information, brand assets, or other Project Assets.
You and we waive any right to a jury trial and any right to participate in a class action, class arbitration, or representative action.
Any arbitration shall be administered by an arbitration provider selected by us under rules we determine are reasonably appropriate for the dispute and applicable law. To the extent permitted by law, the arbitration may be conducted remotely, by written submissions, or in another efficient manner selected by the arbitrator or arbitration provider.
If arbitration is not enforceable in a given dispute, then any claim shall be brought exclusively in a court of competent jurisdiction selected by us, subject to applicable law.
20. Governing Law
These Terms and any dispute arising out of or relating to them shall be governed by the law determined by the forum hearing the dispute, except to the extent superseded by applicable federal law or non-waivable consumer protection law.
21. Changes to Terms
We may modify these Terms at any time. Updated Terms become effective when posted or on any later date stated in the updated Terms. Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.
22. Severability; Waiver; Assignment
If any provision of these Terms is held unlawful, void, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force.
Our failure to enforce any provision is not a waiver.
We may assign or transfer our rights and obligations under these Terms without restriction. You may not assign or transfer your rights or obligations except in connection with a lawful transfer of your NFT and only to the extent expressly permitted by these Terms.
23. Entire Agreement
These Terms constitute the entire agreement between you and us regarding the Services and NFTs and supersede prior or contemporaneous understandings regarding them.