Terms of Service

Curta is a decentralized marketplace for Capture the Flag (CTF) puzzles, where users can create, solve, and sell CTF puzzles to earn prizes or secure a place on the leaderboard Curta is infinitely expandable, which allows for a wide range of puzzle types and formats Solved CTF puzzles can be minted as Flag NFTs, and users may transact in them. These Terms of Service (“Terms”) govern your access to, and use of, Curta to make your experience even more enjoyable.

Welcome to Curta!

Welcome to Curta, operated by Telepu Inc. (collectively with Telepu’s successors and assigns, “Telepu,” or “us,” or “we”). These Terms govern your access to and use of the Curta website(s), our APIs, mobile app (if any) and any other software, tools, features, or functionalities provided on or in connection with our services (collectively, the “Site”). For purposes of these Terms, “User,” “you,” and “your” means individual, entity, group, or association who views, interacts, links to, or otherwise uses or derives any benefit from, the Site. If you use the Site on behalf of a company or other entity then “User” and “you” include you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

These Terms constitute a binding legal agreement between you and us (and each of our successors and assigns). Please contact us at the address listed below under Contact Information for any questions or issues you may have with respect to these Terms.

“NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

About the Site

The Site allows you to view, interact with, create, or otherwise manipulate information related to CTF puzzles and NFTs (for example, CTF puzzles and NFTs associated with the Ethereum blockchain), including, but not limited to, upload user created content in the form of CTF puzzles, unique NFTs, galleries, exhibitions, collections, registries, and other related display formats to our servers and the servers of third parties engaged by Telepu, existing CTF puzzles, NFTs, and related display formats, browse CTF puzzles, NFTs, and related display formats, list NFTs for sale, and transact with other Users in NFTs.

Our Role

We do not control or operate or bear any responsibility for any underlying blockchain, decentralized storage solution, or distributed ledger network associated with any content that Users may wish to showcase via the Site or associated with any CTF puzzles or NFTs displayed via the Site. Similarly, we cannot guarantee the functionality of CTF puzzles, unique NFTs, galleries, exhibitions, collections, registries, and other related display formats that are managed by third parties that we may work with.

Our sole role is to facilitate interaction of the Users with the underlying blockchain, decentralized storage solution, or distributed ledger network. You should examine by yourself, either independently or together with the professional advisors, the quality, accuracy, and suitability of the Site for your needs and decide whether you should use and/or rely on the Site and any of the information on the Site.

We are not a wallet provider, exchange, broker, financial institution, money services business, or creditor. We do not have custody or control over the NFTs, CTF puzzles, or blockchains you are interacting with, and we do not execute or effectuate purchases, transfers, or sales of NFTs. We do not have custody of, and does not control or manage in any way, the funds on the underlying blockchain or those of Users in even a transitory manner. To use our Site, you must use a third-party wallet which allows you to engage in transactions on blockchains.

We are not a party to any agreement between any Users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Site and we make no claims about the identity, legitimacy, functionality, or authenticity of Users, NFTs, or CTF puzzles (and any content associated with such NFTs and CTF puzzles) visible on the Site.

We do not make any representations or warranties about the third-party content visible through the Site, including any content associated with CTF puzzles or NFTs displayed on the Site.

We are not acting as your financial, legal, or tax advisor and you must not regard us as acting in that capacity. You should consult your own independent professional advisors before entering into any transaction and enter into a transaction only if you fully understand its nature, the contractual relationship into which you are entering, all relevant terms and conditions, and the nature and extent of your exposure to loss.

Site Content

Given the nature of blockchain-based CTF puzzles and NFTs and the associated risks discussed in these Terms, we are unable to guarantee that any content intended to be displayed on the Site will necessarily display or otherwise be accessible via the Site as intended. Accordingly, we cannot be held liable if CTF puzzles, NFTs, galleries, exhibitions, collections, registries, and other related display formats cease to function, or otherwise never function, as intended due to errors that may occur on the underlying blockchain that the CTF puzzles, NFTs, galleries, exhibitions, collections, registries, and other related display formats depend upon, or errors with storage solutions for the artwork associated with the CTF puzzles, NFTs, galleries, exhibitions, collections, registries, and other related display formats. In particular, we cannot be held liable for errors related to decentralized storage solutions that may be employed by Users, us, and other third-party affiliates that may occur and result in the inability to access artwork associated with the CTF puzzles, NFTs, galleries, exhibitions, collections, registries, and other related display formats.

Accessing the Site

As part of your use of the Site we may require you to create an account. In doing so, you agree to voluntarily provide information needed for the account creation process and you agree that our handling of that information is governed by these Terms.

Your usage of the Site may be associated with your blockchain address. By using your third-party wallet in connection with the Site, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents.

You are responsible for anything that occurs when anyone is signed into your account, as well as the security of the account and your wallet.

You can delete your account at any time by using the functionalities available on the Site.

Your access and use of the Site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Site or other actions that we, in our sole discretion, may elect to take.

User Conduct

You are responsible for all activity on your account. If you violate these Terms and other Curta policies and guidelines, we may terminate your account and your access to the Site.

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site. Our grant of such license is subject to your compliance with all Curta policies and guidelines and the following conditions:

• Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), or that involves proceeds of any unlawful activity.
• Abusive Activity: you agree not to engage in any activity that poses a threat to us or the Site, for example by distributing a virus or other harmful code, or through unauthorized access to the Site or other Users’ accounts.
• Inappropriate Behavior: you agree not to interfere with other Users’ access to or use of the Site.
• Communication: you agree not to communicate with other Users for purposes of (1) sending unsolicited advertising or promotions, in particular any communications relating to any proposed transaction which would be illegal under U.S. or other applicable law, requests for donations, or spam; (2) engaging in hate speech or harassing or abusing other Users; (3) interfering with transactions of other Users.
• Fraud: you agree not to engage in any activity which operates to defraud us, other Users, or any other person, including any activity on the Site engaged in to fraudulently induce any proposed transaction which would be illegal under U.S. or other applicable law; or to provide any false, inaccurate, or misleading information to us.
• Transactions: you agree not to engage in any transactions via the Site that result in the sale of NFTs or CTF puzzles which would be illegal under U.S. or other applicable law.
• Gambling: you agree not to utilize the Site to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
• Taxes: we are not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (the “Taxes”), that apply to your transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities.
• Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use Telepu’s content from the Site without express written permission from Telepu; or (3) engage in any action that implies an untrue endorsement or affiliation with Telepu.
• Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site provided that such link does not portray us, our affiliates, or the Site in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any illegal materials, or other materials that may be considered offensive, harassing, or otherwise objectionable.
• Other Prohibitions: You agree not to engage in any copying, modification, or otherwise appropriation of the Site or any material owned by us as part of your use of the Site without express written permission from Telepu for the proposed copying, modification, or appropriation of the Site or material.

If you are unsure whether a contemplated use would violate these Terms, please contact us at the address listed below under Contact Information.

User Transactions

In some instances, we may provide services that enable Users to engage in transactions for NFTs. In these instances, we may receive certain fees in connection with such transactions that Users at their sole discretion initiate through the Site. Any transactions Users enter into through the Site are conducted and settled according to the rules embodied in certain ‘smart contracts’ deployed to the relevant blockchain. In no case, whatsoever, do we take possession of User funds nor do we guarantee that transactions will execute as intended, and we are not liable for transactions that do not execute as anticipated. Transactions for NFTs carry unique risks and you assume the risk associated with those transactions.

Additionally, transactions in NFTs, or NFT related transactions, operate according to rulesets determined by the underlying blockchain, or distributed ledger, on which the NFT involved in the transaction exists. We cannot guarantee the functionality of any underlying blockchain, or distributed ledger, and in no way can be held responsible for failures that occur on the underlying blockchain due to, but not limited to, the following occurrences: network downtime, soft forks, hard forks, merges, DAO votes, 50%+1 attacks, double-spending instances or bugs, consensus failures, distributed denial of service attacks, key loss, key theft, wallet bugs, wallet code failure, and the like.

From time to time, we may work with third parties to facilitate transactions that occur via the Site. We do not guarantee that third parties that we may work with will execute transactions as intended. Consequently, we are not responsible for the functionality of third party systems to facilitate said transactions.

By engaging in the transactions related to NFTs and other digital assets, you confirm that you are able to bear the economic and other risks associated with such transactions. You understand that the value of NFTs and other digital assets can be zero at any time.

Intellectual Property Rights

The Site, including its design, information, all content and materials contained therein are the proprietary property of Telepu or our affiliates, licensors, or Users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and Users, as applicable, reserve all rights in connection with the Site and its content, including, without limitation, the exclusive right to create derivative works.

In connection with your use of the Site, you may be able to create, submit, post, promote, upload, or display content through the Site, including content that is tied to CTF puzzles or NFTs (“Your Content”).

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You represent and warrant that Your Content does not violate any laws and does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material. We may ask you for additional information needed to verify compliance of Your Content with these Terms and Curta policies and guidelines.

License to Your Content

To operate, improve, and promote the Site, we need to have a right to perform certain operations with Your Content. Accordingly, by using the Site and uploading your content or otherwise making your content available on the Site, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt, prepare derivative works, and modify Your Content in any and all media or distribution methods, but solely as required for the effective operation, improvement and promotion of the Site (the “License to Your Content”). You agree that this License to Your Content is non-exclusive, royalty-free, transferable, sub-licensable, worldwide, and irrevocable (for so long as your content is available on the Site) and provides us with the right to (i) transfer our rights under this License to Your Content to others with whom we have contractual relationship (as may be needed for the effective operation, improvement, and promotion of the Site), and (ii) otherwise permit access to, or disclose, Your Content to third parties if we determine that such access or disclosure is necessary to comply with our legal obligations.

We may, in our sole discretion, remove Your Content or information you share on the Site if we believe that Your Content or such information violates these Terms or any of the Curta policies or guidelines, now in place or as instituted in the future.

Copyright Infringement Complaints Under the Digital Millennium Copyright Act

We respect the intellectual property rights of others. It is our policy to respond promptly to any claim that content posted on the Site infringes the copyright or other intellectual property rights of any person. We will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and these Terms, including removing or disabling access to content claimed to be infringing and/or terminating accounts and access to the Site.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to give notification to an online site provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online site provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the User responsible for minting the removed content so that a counter-notification may be filed if applicable. On receiving a valid counter-notification, we generally restore the content in question, unless we receive notice from the DMCA notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our policies do not protect any information contained in any DMCA take-down notice or counter-notification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the DMCA, we recommend that you speak with an attorney.

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any content on the Site infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly
• Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
• A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that information or an activity on the Site is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Responding to a DMCA Notice with a Counter-Notification

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA infringement take-down notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a counter notification containing the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept the service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down notice to send us an effective counter notification or the allegedly infringing material may not be restored.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit your DMCA take-down notices and counter notifications to us by email at the address listed below under Contact Information with the following subject/heading for the email: “Curta DMCA Take Down Notification.”

DMCA Notices Must Comply With These Requirements

Official DMCA notices must provide all the information described above in order to be effective. If your DMCA notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Disputes

Please read the following agreement to arbitrate (the “Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.

You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with us will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Telepu may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English, rather than in court.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules and Procedures (available at https://www.jamsadr.com/), except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and Telepu; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, these Terms (including the Arbitration Agreement) and Curta policies and guidelines. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

You understand that by agreeing to this Arbitration Agreement, you and Telepu are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to be in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with us.

Changes to these Terms

We may revise these Terms and other Curta policies and guidelines from time to time. If we make a change to these Terms or other Curta policies and guidelines that, in our sole discretion, is material, we will take steps to notify all Users by a notice on the Site. By continuing to access or use the Site after those changes become effective, you agree to be bound by the revised Terms, policies, and guidelines. It is your sole responsibility to review the Terms and other Curta policies and guidelines from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Site.

Disclaimers

YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TELEPU EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TELEPU (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TELEPU DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TELEPU WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SITE. WHILE TELEPU ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE SAFE, TELEPU CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS OR CTF PUZZLES, OR ANY NFTS OR CTF PUZZLES YOU INTERACT WITH USING OUR SITE OR OUR SITE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE TELEPU PARTIES OR THROUGH THE SITE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD TELEPU RESPONSIBLE FOR ANY BREACH OF SECURITY.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CTF PUZZLES, ANY CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS AND CTF PUZZLES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, NFTS OR CTF PUZZLES.

NFTS AND CTF PUZZLES EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). TELEPU AND/OR ANY OTHER TELEPU PARTY CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY CTF PUZZLES, NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

TELEPU AND/OR ANY OTHER TELEPU PARTY DOES NOT MAKE ANY RECOMMENDATIONS WITH RESPECT TO THE VALUE OR FITNESS OF ANY PARTICULAR OF CTF PUZZLE, NFT, GALLERY, EXHIBITION, COLLECTION, OR REGISTRY THAT A USER MAY INTERACT WITH ON THE SITE.

TELEPU AND/OR ANY OTHER TELEPU PARTY IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS AND CTF PUZZLES. TELEPU AND/OR ANY OTHER TELEPU PARTY IS NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS AND CTF PUZZLES, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TELEPU AND/OR ANY OTHER TELEPU PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF TELEPU AND/OR ANY OTHER TELEPU PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF TELEPU AND/OR ANY OTHER TELEPU PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, CONTENT, NFTS, CTF PUZZLES, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR(B) THE AMOUNT YOU HAVE PAID TO TELEPU FOR THE SERVICES ON THE SITE IN THE LAST SIX MONTHS BEFORE THE LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF TELEPU AND/OR ANY OTHER TELEPU PARTY FOR (A) WILLFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF TELEPU’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF TELEPU’S FRAUD OR FRAUDULENT MISREPRESENTATION.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Telepu, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Telepu Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site or anything posted on the Site (b) your violation of these Terms, (c) your violation of the rights of a third party, including another User, (d) any intellectual property disputes relating to Your Content or your CTF puzzles and NFTs sold via the Site; and (e) your failure to pay any Taxes in connection with your transactions. You agree to promptly notify Telepu Parties of any third-party Claims and cooperate with the Telepu Parties in defending such Claims. You further agree that the Telepu Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN AN APPLICABLE LAW OR A WRITTEN AGREEMENT BETWEEN YOU AND TELEPU.

No Investment Opportunity

NOTHING INCLUDED ON THE SITE CONSTITUTES AN OFFER OR SOLICITATION TO SELL OR DISTRIBUTE SECURITIES OR INVESTMENTS AND RELATED SERVICES TO ANYONE IN ANY JURISDICTION.

THE REGULATORY ENVIRONMENT CONCERNING DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGY CONTINUES TO DEVELOP. THE APPLICATION AND INTERPRETATION OF EXISTING LAWS AND REGULATIONS ARE OFTEN LARGELY UNTESTED AND THERE IS A LACK OF CERTAINTY AS TO HOW THEY WILL BE APPLIED. NEW LAWS AND REGULATIONS WILL BE PROMULGATED IN THE FUTURE THAT APPLY TO BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS, AND RELATED SERVICE PROVIDERS, AND NO ASSURANCE CAN BE GIVEN THAT ANY SUCH CHANGES WILL NOT ADVERSELY AFFECT DIGITAL ASSETS GENERALLY, NFTS, OR CTF PUZZLES. IT IS NOT POSSIBLE TO PREDICT HOW SUCH CHANGES WOULD AFFECT THE PRICE AND LIQUIDITY OF DIGITAL ASSETS GENERALLY, NFTS, AND CTF PUZZLES. WE MAY HAVE TO LIMIT THE AVAILABILITY OF CERTAIN NFTS, CTF PUZZLES, OR SERVICES OR DISALLOW USERS BASED ON THEIR CITIZENSHIP, RESIDENCE OR LOCATION FROM ENGAGING IN THE TRANSACTIONS OR ACCESSING THE SITE IF DOING SO BECOMES COMMERCIALLY UNSUSTAINABLE OR LEGALLY PROHIBITED.

ANY NFTS OR CTF PUZZLES CREATED, DISPLAYED, UPLOADED, POSTED, OR PROMOTED ON THE SITE ARE NOT INTENDED TO CONSTITUTE SECURITIES AND/OR COLLECTIVE INVESTMENT UNITS. THE CONTENTS OF THE SITE SHOULD NOT BE USED AS A BASIS FOR MAKING INVESTMENT DECISIONS AND SHOULD NOT BE CONSTRUED AS AN ATTEMPT TO MARKET OR PROMOTE ANY TYPE OF SECURITY.

Governing Law and Venue

These Terms and your access to and use of the Site shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth above or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York County in the State of New York, and the United States, respectively, sitting in the State of New York.

Termination

If you breach any of the provisions of these Terms, all licenses granted by us to you will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your account and/or your ability to access or use the Site (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer SITEs of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Survival

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by us or you. Termination will not limit any of our other rights or remedies at law or in equity.

Miscallaneous

These Terms and other Curta policies and guidelines constitute the entire agreement between you and us relating to your access to and use of the Site. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

The Site is operated by us in the United States. Those who choose to access the Site from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and Telepu agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

Contact Us

If you have questions concerning these Terms, or you notice any bugs, errors or violations please feel free to send us an email at: info@waterfall.market.

Last Updated: February 8, 2023