Terms of Service

Updated: October 14, 2021


About Sloika
Sloika is an NFT marketplace, specializing in photography, video, and photo-realistic illustrations. Creators use Sloika to create full provenance custom smart contract NFTs that give full control over the distribution and royalties. 

These Terms Set Forth a Legally Binding Agreement
Please read these Terms of Use (“Terms”, “Agreement”) very carefully. This Agreement is between you (the “User(s),” “Creator(s),” “Collector(s),” “Owner(s),” and collectively with others using the Site - “Users”) and Sloika Industries, Inc., a company operating the Sloika platform and organized under the laws of the State of Delaware (“Sloika Industries, Inc.”, ''Sloika”, “the Company”, “we”, “our” or “us” and together with you, the “Parties”). These Terms govern your use of the website located at sloika.xyz (the “Site”), and all related tools, web apps, mobile apps,  decentralized apps, smart contracts, and APIs located at any of Sloika websites, including without limitation, successor website(s) or application(s) thereto (the “Platform”).

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE OR PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES, OR SMART CONTRACTS 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, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.

Privacy Policy
Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to our Privacy Policy. 

SLOIKA PLATFORM

Accessing the Platform
Any interactions with the Platform occur through a digital currency wallet. To create, purchase, or edit the content you will require a valid digital wallet. By nature of using a digital wallet the Platform does not act as an intermediary, and you transact directly with the Ethereum blockchain and it’s participants.

Transactions Are Recorded on the Ethereum Blockchain
Transactions that take place on the Platform are managed and confirmed via the Ethereum blockchain. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform. We neither own nor control MetaMask, Rainbow, the Ethereum network, or any other third-party site, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties, including transaction costs or commissions.

The Platform Is Property of Sloika
You acknowledge and agree that we own all legal rights, titles, and interests in and to all elements of the Platform. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Platform are owned by Sloika Industries, Inc., and are protected by copyright, trade dress, trademark laws, and other applicable laws. All Sloika Industries, Inc. assets are the copyrighted property of Sloika Industries, Inc. or its licensors, and all trademarks, service marks, and trade names contained on the Platform are proprietary to Sloika Industries, Inc. or its licensors. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the Platform. We reserve all rights in and to the Sloika Industries, Inc. assets not expressly granted to you in the Terms.

Sloika is a Non-Custodial Service Provider
The Smart Contracts and the Site facilitate User collection of Sloika assets, but  Sloika Industries, Inc. and its affiliates, the Platform, and the Smart Contracts are not the custodians of any User-owned Sloika assets. The User understands and acknowledges that the Smart Contracts do not give Sloika Industries, Inc. custody, possession, or control of any Sloika asset or cryptocurrency at any time for the purpose of facilitating Sloika asset transactions. You affirm that you are aware and acknowledge that  Sloika Industries, Inc. is a non-custodial service provider and has designed this Platform to be directly accessible by the Users without any involvement or actions taken by Sloika Industries, Inc. or any third party.

External Sites
The Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites and that we do not endorse any advertising, products, or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy, or existence of any advertising, products or other materials on, or made available from, any External Sites.

USER ACCOUNT AND SECURITY 

User Agrees to Provide Accurate Registration Information
The User must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current, and complete account information about yourself, and to maintain and promptly update as necessary your account information.

User is Responsible for Account Security
You are solely responsible for the security of your account and your MetaMask or other digital wallet. You agree to undertake to maintain at all times adequate security and control of all of your Account details, passwords, personal identification numbers or any other codes that you use to access the Platform or the Services. You must ensure that Account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password or security information at support@sloika.xyz. Please note that Sloika or it’s employees will never ask you for your seed / secret phrase.

We May Suspend Hacked Accounts
Sloika Industries, Inc. reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall Sloika Industries, Inc. or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).

User May Not Use the Platform for Illegal Activity
You agree to use the Platform only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations. Without limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other assets of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud  Sloika Industries, Inc., other users, or any other person or provide false, inaccurate or misleading information; (vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; (viii) engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); (ix) interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent; (x) exploit the Platform for any unauthorized commercial purpose; (xi) modify, adapt, translate, or reverse engineer any portion of the Platform; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (xiii) reformat or frame any portion of the Platform; (xiv) display any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; (xv) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or under false or fraudulent pretenses; or (xvii) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.

User Must Be of Age
You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

Sloika Assets
All Artwork (“Art”, “Photos”, “Assets”, “Work(s)”, “Artwork(s)”, or “Creation(s)”) on the Sloika Platform is represented by a unique cryptographic token exclusively Minted by one of Sloika’s approved Creators. Each Sloika asset (“Asset(s)”, “Token(s)”, “Non-fungible token(s)”, or “NFT(s)”) is Minted by an Creator using the Sloika Smart Contracts based on an Creator’s original Artwork. Sloika assets are forever tracked and stored on the Ethereum blockchain, providing the Collector of a Sloika asset with a permanent record of authenticity and ownership.

Creating Sloika Assets
Only Creators invited and approved by Sloika are able to use the Platform to “Mint” and sell Sloika assets. Artwork minted and sold on the Sloika Marketplace includes, but is not limited to: visual works, audiovisual works, animations, photographs, GIFS, and other creative digital works.

Applying to be a Sloika Photographer
The platform will be open to all creators. In the meantime, please visit https://sloika.xyz/apply to apply as a photographer. 

Creator Agrees to Mint only Original Works
By minting a Sloika asset, Creators expressly represent and warrant that their Work is an original creation. Creators are prohibited from minting works consisting of unlicensed or unauthorized copyrighted content, including any imagery, video, human likeness, or other unoriginal content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise without a valid claim of fair use. Creators can only mint works that they personally created and must refrain from minting works to which copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”).

Creators Must Have Authority to Mint, Display, and Sell the Work
Creator expressly represents and warrants that works Minted on the Sloika Platform contain only original content otherwise authorized for use by the Creator. To the extent a Work contains unoriginal content, including content from Works by other Sloika Creators, the Minting Creator further represents and warrants that it has permission to incorporate the unoriginal content. Creator represents and warrants that the sale, display or performance of minted Sloika assets on the Platform is not a violation of any agreement, contract, or obligation owed to a third party.

Creators May Be Removed from the Platform
Failure to abide by these Terms and/or the Community Guidelines may result in, without limitation, suspension or deletion of the Creator’s account, revocation of the Creator’s minting privileges and other permissions to the Sloika Smart Contracts or Platform, delisting the Creator’s assets on the Site, or paying monetary damages. Sloika has the unilateral authority and discretion to remove, suspend, or revoke Creators’ access to the Sloika Smart Contracts or any other aspect of the Platform.

Creator Indemnifies and Releases Sloika Industries, Inc.
Creator hereby agrees to indemnify  Sloika Industries, Inc. and be held liable for any claim against  Sloika Industries, Inc. arising out of the Creator’s breach of these Terms. Creator hereby releases and forever discharges  Sloika Industries, Inc. from any damages or causes of action resulting from a sale of any of the Creator’s listed Sloika assets occurring after the Creator’s breach of these Terms.

The Sloika Industries, Inc. Marketplace
The Sloika Platform facilitates a minting platform, and builds a digital art marketplace where Creators, Collectors, and other Users can sell, purchase, list for auction, make offers, and bid on Sloika assets. Collectors can obtain Sloika assets by making an offer accepted by the Creator, purchasing at a fixed price, or bid on assets on an auction.

Purchasing Sloika Assets with a Fixed Price
Sloika assets are offered for immediate acceptance at a Fixed Price established by the Creator. Collectors can purchase Sloika assets with a Fixed Price through the Site by sending an equivalent amount of ETH to a Smart Contract configured to initiate a transfer of the Sloika asset, plus additional fees and gas.

Making Offers on Sloika assets
In the near future, Users will be able to make offers on all listed Sloika assets through the Site, governed by smart contract auction. 

Sloika Platform Prices & Fees
Every transaction on the Sloika Marketplace is subject to Fees collected to support the Creators and the Sloika Platform. Sloika collects a 15% Marketplace Fee on primary sales.The amount of Fees for the sale of a Sloika asset also depends on whether the transaction involves the Sloika asset’s first sale (“Primary Sale”) or a subsequent sale in the secondary market (“Secondary Market Sale”). All Fees are collected and distributed at the time of the purchase of a Sloika asset by operation of the Smart Contracts.

Primary Sale
The Creator receives 85% of the Total Sale Price for Primary Sales. Sloika collects 15% of the Total Sale Price as a commission.

Secondary Market Sale
Creators receive a custom percentage Royalty based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the Sloika asset.The Royalty is deducted from the total Sale Price at the time of the purchase by operation of the Smart Contracts. For example, a Collector selling a Sloika asset that has a 10% creator royalty for 1 ETH on the Secondary Market will receive only 0.90 ETH, with the Creator of the Sloika asset receiving the remaining 0.10 ETH as a Royalty.

Users Agree to the Automated Collection and Disbursement of Fees
The User agrees and understands that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network. By transacting on the platform and by using the Smart Contracts, the User hereby acknowledges, consents to, and accepts all automated fees, commissions, and royalties for the sale of assets on the Sloika Platform. The User hereby consents to and agrees to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. Users hereby waive any entitlement to royalties, commissions, or fees paid to another by operation of the Smart Contracts.

Users Consent to Automated Royalties to Creators
The User consents to the automated collection and disbursement to Creators of royalties for Secondary Market sales of Sloika assets. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in royalty to a Sloika Creator.

Sloika Industries, Inc. Makes No Representations on Price or Value
Users acknowledge and consent to the risk that the price of an asset purchased on the Sloika marketplace may have been influenced by User activity outside of the control of Sloika Industries, Inc. or the Sloika Platform. Sloika Industries, Inc. does not represent, guarantee, or warrant the accuracy or fairness of the price of any Sloika asset sold or offered for sale on or off of the Marketplace. The User agrees and acknowledges that  Sloika Industries, Inc. is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of Sloika assets or to police User behaviour on the Marketplace.

Off-Market Transactions
Sloika Industries, Inc. may collect fees, commissions, or royalties for transactions occurring outside of the Sloika Marketplace involving the Sloika Smart Contracts, however other Platforms may not fully support such activity. To support the Sloika Creators and the Platform, we encourage Collectors to list assets for sale on the Sloika once the marketplace is open. Collectors are permitted to sell or transfer their assets on third party exchanges. The Creator and all other Users hereby waive any entitlement to royalties, commissions, or fees for off-market transactions. The User irrevocably releases, acquits, and forever discharges Sloika Industries, Inc. and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received by the User from any off-market transaction.

"Gas" Fees
All User transactions on the Sloika Platform, including without limitation Minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the Sloika Platform. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Sloika Industries, Inc. or the Sloika Platform. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that gas is non-refundable under all circumstances.

Taxes
Users are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any artworks).

MARKETPLACE ACTIVITY

Marketplace Transactions are Executed by Smart Contracts
To initiate a transaction on the Sloika Industries, Inc. Marketplace, a User must voluntarily invoke one or more Smart Contract operations from an Ethereum Wallet. All transactions on the  Sloika Industries, Inc. Marketplace, including but not limited to transfers, offers, bids, listings, sales, or purchases of Sloika assets are initiated through one or more Smart Contracts at the sole discretion and at the complete risk of the Users. The Smart Contracts are configured to facilitate the execution of a voluntary User offer, an acceptance of an offer, or other confirmation to purchase, sell, bid on, list, or transfer a Sloika asset. The User acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the User expects.

User Acknowledges the Risk of Smart Contracts and Blockchain Technology
Sloika Industries, Inc. Marketplace transactions, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Site utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the Sloika Industries, Inc. smart contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Sloika assets, or lost opportunities to buy or sell Sloika assets. Sloika assumes no liability or responsibility for any such smart contract or related failures, risks, or uncertainties.

Users Assume the Risk of Interacting with on Smart Contracts
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in Marketplace or Auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the smart contracts, the Sloika Industries, Inc. Site, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, the Sloika Industries, Inc. site, and in initiating Ethereum-based transactions.

No Attacking or Interfering with the Smart Contracts
Users are forbidden from engaging in any attack, hack, denial-of-service attack, interference, or exploit of any Sloika smart contract. Operations performed by a User that is technically permitted by a Sloika smart contract may nevertheless be a violation of our Terms of Service and the law.

Sloika Industries, Inc. Makes No Representations or Warranties
Sloika Industries, Inc. makes no representations or warranties, express or implied, written or oral, made by or on behalf of Sloika in connection therewith, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any Sloika asset or work, smart contract code, or software.

We Are Not Liable for the Outcome of Any Transaction
Sloika Industries, Inc. shall not be liable to you for contract, tort, or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a transaction, whether or not Sloika has been advised or knew of the possibility of such damages. Sloika's liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the number of proceeds actually received by  Sloika Industries, Inc. arising out of the damage after deducting all costs, fees, and liabilities incurred by or on behalf of Sloika.

Sloika Industries, Inc. May Modify these Terms and the Smart Contracts
Sloika Industries, Inc. reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms and the smart contracts accessible through the Sloika Platform from time to time.

The Marketplace Smart Contracts Are Not Controlled By Sloika Industries, Inc.
All Marketplace transactions are executed by one or more Smart Contracts processed on the Ethereum Virtual Machine (EVM) and not under any direct control by Sloika Industries, Inc. or any other third party. The User acknowledges and agrees that Sloika Industries, Inc. is not a party to any agreement or transaction between any Users involving the purchase, offer, sale, auction, or transfer of Sloika assets, whether or not a commission or fee is received by Sloika Industries, Inc. as a consequence of the transaction. assets listed for sale on the Sloika Industries, Inc. Marketplaces are not offered on consignment or held in trust on behalf of any Creator, Collector, Owner, or User. Sloika Industries, Inc. reserves the right to execute Smart Contract transactions on the Sloika Industries, Inc. Marketplace as a collector of Sloika assets.

Marketplace Conduct
The Sloika Industries, Inc. marketplace is a transparent and open digital photo art marketplace that depends on the honest participation of all Users.

Users are Prohibited from Manipulating Market Prices
Users are expressly forbidden from accepting, soliciting, offering, bidding, engaging with the Smart Contracts, or otherwise transacting on or off of the Sloika Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price a Sloika asset, groups of Sloika assets, or Sloika assets created by particular Creators.

Users are Prohibited from Bidding on, Making Offers on, or Purchasing Their Own Works
Sloika Creators, Owners, and Collectors are expressly forbidden from bidding, purchasing, or making offers on their own listed or offered Sloika assets for the purpose of artificially influencing the price of the listed asset(s).

Users are Prohibited from Anticompetitive Conduct
Users are generally forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for work (i.e, "wash trading"), or any other anti-competitive bidding conduct.

Users are Prohibited from Using the Marketplace to Conceal Economic Activity
Users are expressly forbidden from selling works, listing assets for Auction, making bids during an auction, purchasing a work, or engaging in any other Marketplace transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for an asset for any other reason than to obtain the asset. All Users expressly represent and warrant by performing transactions involving the Sloika Platform or Smart Contracts that their actions are legal under United States law and the jurisdiction from which they initiate the transaction.

Users Agree to Report Suspicious Market Activity
Users agree to report suspicious market activity of other Sloika Users. If a User suspects that one or more Sloika Users are in violation of these Terms, the User should promptly inform the  Sloika team at support@sloika.xyz.

Violation of the Marketplace Code of Conduct May Result in Sloika Industries, Inc. Intervention
The User hereby agrees and acknowledges that any forbidden Marketplace conduct described herein and in the may be a violation of federal or state law and/or these Terms. Sloika Industries, Inc. hereby reserves the right to completely or partially restrict or revoke a User’s access to the Site for violating these Terms. Sloika Industries, Inc. reserves the right to amend, rectify, edit, or otherwise alter Sloika Industries, Inc. Market transaction data to mitigate market harm caused by a User’s violation of these terms.

User Releases Sloika from Claims Arising From Other Users’ Violations of these Terms
The User irrevocably releases, acquits, and forever discharges  Sloika Industries, Inc. and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.

Ownership
All works Minted on the Platform are subject to the Sloika set of licenses, the terms of which are described within. All Users who receive a Sloika asset acknowledge and agree to accept or purchase the asset subject to the conditions of the License. 

Licenses Available

Editorial
. Can be used to display privately and in groups with less than 100 participants, including virtual galleries, documentaries, and essays by individuals holding the NFT. Provides no rights to create commercial merchandise, commercial distribution, or derivative works.
Limited Commercial. Primary NFT holders are free to use in advertising or parts of merchandise, including but not limited to, t-shirts, tote bags, mugs, in a total combined production run under one hundred (100) items.
Unlimited Commercial. Primary NFT holders are free to use in advertising or parts of merchandise,  including but not limited to, t-shirts, tote bags, mugs, in unlimited production runs.
Exclusive. Primary or secondary NFT holders have all the rights to the photo, including any and all commercial distribution.

Ownership of a Sloika Asset
Owning a Sloika asset is similar to owning a piece of physical art. You own a cryptographic token representing the Creator’s creative Work as a piece of property, but you do not own the creative Work itself. Collectors may show off their ownership of collected Sloika assets by displaying and sharing the Underlying Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying Artwork, excepting the limited license granted by these Terms to Underlying Artwork, or the license provided by the Creator. The Creator reserves all exclusive copyrights to Artworks underlying Sloika assets Minted by the Creator on the Platform, including but not limited to the right to reproduce, to prepare derivative works, to display, to perform, and to distribute the Artworks.

The Collector’s Limited License to a Minted Artwork
Owning an asset on Sloika marketplace is different from owning a piece of physical art. Photography or videos on the Sloika are digital, meaning that it is inherently easier to share, display, replicate, and distribute around cyberspace. The Collectors may not infringe on any of the exclusive rights of the copyright holder (i.e., the Creator). By Minting assets on the Platform, Creator affirmatively grants a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display and promote the Artwork underlying Sloika assets legally owned and properly obtained by the Collector and the Platform.

Collectors May Display the Artwork
The Collector’s limited license to display the Work, or perform the Work in the case of audiovisual works, includes, but is not limited to, the right to display or perform the Work privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase, ownership, or interest in the Work, for example, on social media platforms, blogs, digital galleries, or other Internet-based media platforms; (ii) for the purpose of sharing, promoting, discussing, or commenting on the Work; (iii) on third party Marketplaces, exchanges, Platforms, or applications in association with an offer to sell, or trade, the Token associated with Work; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Work within one or more virtual environments.

Collectors Shall Not Make Commercial Use of Artwork
Collectors have the right to sell, trade, transfer, or use their Sloika assets, but Collectors may not make “commercial use” of the underlying Work including, for example, by selling copies of Work, selling access to the Work, selling derivative works embodying the Work, or otherwise commercially exploiting the Work, unless for assets sold with commercial or exclusive licenses. 

Other Restrictions on the Collector’s Limited License
The Collector agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Work which would be prejudicial to the Creator’s honour or reputation; (ii) use the Work to advertise, market, or sell any third party product or service; (iii) use the Work in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) incorporate the Work in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for your Collector’s personal, non-commercial use; (v) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Work; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Work; (vii) attempt to Mint, tokenize, or create an additional cryptographic token representing the same Work, whether on or off of the Sloika Platform; (viii) falsify, misrepresent, or conceal the authorship of the Work or the Sloika asset; or (ix) otherwise utilize the Work for the Collector’s or any third party’s commercial benefit.

The Limited License Belongs Only to the Current Owner of a Sloika Asset
The User agrees and acknowledges that the lawful ownership, possession, and title to a Sloika asset is a necessary and sufficient condition precedent to receiving the limited license rights to the underlying Work provided by these Terms. Any subsequent transfer, dispossession, burning, or other relinquishment of a Sloika asset will immediately terminate the former Owner’s rights and interest in the license or Sloika asset as provided by these Terms.

The Creator’s Rights and Restrictions
The Creator owns all legal rights, titles, and interests in all intellectual property rights to creative Works underlying Sloika assets Minted by the Creator on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Creator enjoys several exclusive rights to the Work, including the right to reproduce, the right to prepare derivative works, the right to distribute, and the right to display or perform the Art. Subject to, and in accordance with these Terms, the Creator hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant of the limited license rights to the Work to all subsequent Owners of the Sloika asset, as provided herein.

Creator Agrees Not to Mint Multiple Tokens for the Same Artwork
Sloika assets are unique, meaning that there should only ever be one digital token for a given Work of Art. Creator hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express representation, warranty, and covenant that the Creator has not, will not, and will not cause another to Mint, tokenize, or create another cryptographic token representing a digital collectible for the same Work, excepting, without limitation, the Creator’s ability to Mint, tokenize, or create a cryptographic token or other digital asset representing a legal, economic, or other interest relating to any of the exclusive rights belonging to the Creator under copyright law.

Creator Grants Sloika Industries, Inc. a License to All Minted Works
The Creator hereby acknowledges, understands, and agrees that Minting a Work on the Platform constitutes an express and affirmative grant to Sloika Industries, Inc., its affiliates and successors a non-exclusive, world-wide, assignable, sub-licensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, and distribute the Work on any media whether now known or later discovered for the broad purpose of operating, promoting, sharing, developing, marketing, and advertising the Platform, the Site, the Marketplace, or any other purpose related to the Sloika Industries, Inc. Platform or business, including without limitation, the express right to: (i) display or perform the Work on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials, or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including without limitation, compilations, collective works, and anthologies; (iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts, or ledgers; and (iv) hosting, storing, distributing, and reproducing one or more copies of the Work within a distributed file keeping system, node cluster, or other database (e.g., IPFS) or causing, directing, or soliciting others to do so.

User Releases Sloika Industries, Inc. from Copyright Claims
The Creator and all Users irrevocably release, acquit, and forever discharge  Sloika Industries, Inc. and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Sloika’s use of a Work in accordance with these Terms, including without limitation, Sloika Industries, Inc. solicitation, encouragement, or request for Users or third parties to host the Work for the purpose of operating a distributed database and Sloika Lab's deployment or distribution of a reward, a token, or any other digital asset to Users or third parties for hosting Works on a distributed database.

Username Policies
Sloika Industries, Inc. account names based on Ethereum Name Service (ENS). Only one (1) username can be assigned to a public Ethereum wallet address containing ENS NFT. Usernames used on the Platform are not the User’s intellectual property or personal property. Sloika Industries, Inc. reserves the absolute right to delete, modify or change a username associated with a User’s wallet address without notice for an actual suspected violation of these policies.

Inactive Accounts
Sloika Industries, Inc. prohibits reserving inactive accounts for future use. Sloika Industries, Inc. has the absolute authority to delete or modify inactive users. Users that have not conducted any transactions on the Sloika Industries, Inc. Marketplace collected any Sloika assets, or initiated any transaction on the Ethereum blockchain for twelve (12) months may be deleted without notice. Please note that deleting your account does not delete your minted assets on the Ethereum blockchain.

Copyright Infringement Complaints Under the Digital Millennium Copyright Act 
Sloika Industries, Inc. respects 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.  Sloika Industries, Inc. 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 service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service 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 Creator 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 Privacy Policy does 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 Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney. The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service 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 Creator 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 Privacy Policy does 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 Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Filing a DMCA Notification
If you are a copyright owner or an agent thereof and believe that any Content on the Sloika Platform infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (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, such as web links. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, or an email address at which you may be contacted.A statement that you 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 are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Any person who knowingly materially misrepresents that Content or an activity 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; andYour 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 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. Please email legal@sloika.xyz with the subject “DMCA”.

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 incomplete, we will ignore it and have no obligation to remove the allegedly infringing content.

We Have the Right to Remove Allegedly Infringing Content
Sloika Industries, Inc. reserves the right to remove any Content that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the Work on the Site and restricting the Owner's ability to sell, access, or view the Work on the Marketplace. All transactions involving Sloika assets are conducted with the knowledge and assumption of the risk that the asset may subsequently be removed from the Sloika Industries, Inc. Site and Marketplace as a consequence of a DMCA dispute or a User’s violation of these Terms. Sloika Industries, Inc. shall not be liable to a Collector or Creator of an asset that was subsequently taken down by  Sloika Industries, Inc. pursuant to a valid DMCA Take-Down Notice or a determination of a User’s violation of these Terms.

We Have the Right to Terminate Repeat Infringers’ Accounts
Sloika Industries, Inc. implements a strict “repeat infringer” policy, which requires it to terminate a User’s access to the Site and Smart Contracts, including restricting minting privileges and terminating a User’s account if, under appropriate circumstances, the User is determined to be a repeat infringer. We value art in all its forms, however, Sloika Industries, Inc. also reserves the right to restrict a creator’s account for reasons other than copyright infringement, such as but not limited to, creating pornographic, or hateful content, or excessive or suspicious minting conduct. We may at any time, without prior notice and in our sole discretion, remove such material and/or terminate a User’s account for submitting such material in violation of our Terms of Service.

Infringers May Be Liable to Collectors and Sloika Industries, Inc.
Creators expressly agree to refund to the Collector and/or Sloika Industries, Inc. the entire portion of Ethereum (ETH) received from the sale of a Sloika asset that was subsequently removed from the Site pursuant to an effective DMCA request to which the Creator failed to timely submit an effective DMCA Counter-notification. Sloika Industries, Inc., under any circumstance, will not be held liable to any Collector or User for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

Users Agree to Cooperate with Sloika Industries, Inc.
Creators, Collectors, and all Users expressly agree to cooperate and timely respond to Sloika Industries, Inc.’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Users agree to initiate a “burn” transaction at their expense upon Sloika request for Works that have been permanently removed from the Sloika Industries, Inc. marketplace pursuant to a valid DMCA Take-Down Notice, or that are otherwise alleged to be infringing.

Disclaimers and Limitations on Our Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SLOIKA INDUSTRIES, INC. AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Sloika Industries, Inc. Makes No Representations or Warranties
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SLOIKA INDUSTRIES, INC. AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF SLOIKA ASSETS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE.  SLOIKA INDUSTRIES, INC. AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.TO THE EXTENT PERMITTED BY LAW, OUR COMPANY AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Limitation on Liability
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF OUR COMPANY AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PAST TWELVE (12) MONTHS.

Certain jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

Assumption of the RiskUser Acknowledges the Risk of Cryptocurrency and Smart Contracts
YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE ETHEREUM BLOCKCHAIN, NON-FUNGIBLE TOKENS (NFT), AND THE INTERPLANETARY FILE SYSTEM (IPFS).WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK OR THE METAMASK ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN SEED PHRASE OR PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM NETWORK, THE METAMASK DIGITAL WALLET OR ETHEREUM-COMPATIBLE BROWSER OR WALLET.

Sloika is Not Responsible for Technical Errors on the Ethereum Blockchain
SLOIKA IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE ETHEREUM NETWORK OR THE METAMASK DIGITAL WALLET OR ANY ETHEREUM-COMPATIBLE BROWSER OR WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE ETHEREUM NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20, ERC-721, or ERC-1155 standards, including the Platform.

The User Acknowledges the Risks of the Platform
You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by Sloika Industries, Inc. in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing, or other attacks.

Sloika Does Not Guarantee the Value or Title of Sloika assets
The prices of NFTs are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your purchases, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Sloika ecosystem, and therefore the potential utility or value of NFTs. The Platform, Ethereum, and digital assets could be impacted by regulatory inquiries regulatory actions, or legislative policies which could impede or limit the ability of Sloika Industries, Inc. to continue to develop the Sloika Platform, or which could impede or limit your ability to access or use the Platform or Ethereum blockchain. Sloika assets may be encumbered by actual or possible copyright or trademark claims against the asset.

User Acknowledges Financial Risk of Digital Assets
Use of the Platform, including the creating, buying, or selling trading digital assets, may carry financial risk. digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether creating, buying, or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with the use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.

Arbitration Agreement & Waiver of Certain Rights, Including Class Actions
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR SLOIKA INDUSTRIES, INC. WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

You Agree to Waive a Jury Trial
YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM. All controversies, claims, counterclaims, or other disputes arising between you and  Sloika Industries, Inc. relating to these Terms, our Site, Sloika asset, or any Orders shall be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.This arbitration agreement does not preclude you or Sloika Industries, Inc. from seeking action by federal, state, or local government agencies. You and Sloika Industries, Inc. may also bring qualifying claims in small claims court. In addition, you and  Sloika Industries, Inc. retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Arbitration Costs
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sloika Industries, Inc. will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

Class Action Waiver
YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. You may only bring individual claims, and the arbitrator may only decide individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

Miscellaneous TermsThese Terms May Change
These Terms may be discretionarily modified or replaced at any time. The most current version of this Agreement will be posted on the Site with the “Updated” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform, you Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform.

The Smart Contracts May Change
The User acknowledges that Sloika Industries, Inc. will modify, change, amend, or replace one or more of the Smart Contracts from time to time. The User agrees that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.

Confidentiality of Certain Communications
Users may voluntarily contact Sloika Industries, Inc. to report serious misuses of the Sloika Platform including, for example, suspicious market activity, hate speech, or other serious violations of these Terms. User agrees to keep confidential all private correspondence with any members of the  Sloika Industries, Inc. Team pertaining to another member’s alleged violation of these Terms or other inquiries about Sloika’s policies.

Indemnification
You agree to indemnify and hold harmless our company and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Severability
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

Termination
You may terminate these Terms at any time by canceling your account on the Platform or disconnecting your digital wallet, and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

No Assignment of the Terms
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that Sloika Industries, Inc. may assign this Agreement without your prior consent to any of Sloika Industries, Inc.'s affiliates, or to its successors in interest of any business associated with the services provided by Sloika Industries, Inc.. This Agreement shall be binding upon the permitted assigns or transferees of each party.

Governing Law and Jurisdiction
These Terms will be governed by and construed under the laws of the State of New York, without giving effect to any conflict of laws, rules, or provisions. You agree that any action of whatever nature arising from or relating to these Terms, the Site, or our Products will be filed only in the state or federal courts in New York, New York. You consent and submit to the personal jurisdiction of such courts for any such action. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.