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These Terms and
Conditions (these “Terms”) apply between you, the User of our website and NFT Marketplace,
operated by LatDex. Your agreement to comply with and be bound by these Terms is deemed to
occur upon your first use of the Platform. If you do not agree to be bound by these Terms,
you should stop using the Platform immediately.
You agree that by accessing the Platform, you have read, understood, and agree to be bound
by all of these Terms. If you do not agree with all of these Terms, then you are expressly
prohibited from using the Platform and you must discontinue use immediately.
Supplemental terms and conditions or documents that may be posted on the Platform from time
to time are hereby expressly incorporated herein by reference. We reserve the right, in our
sole discretion, to make changes or modifications to these Terms at any time and for any
reason.
We are LatDex of Montevideo, Uruguay (“LatDex”, “we”, “us”, “our”) We operate the website www.latdex.com (our “website”), NFT Marketplace at https://app.latdex.com (our “Marketplace”) (both collectively “Platform”) and offer the LatDex Token (“LTDX”). To contact us, please email using support@latdex.com. These Terms were last updated on Friday, 2nd of February, 2024. The following also apply to these Terms and form an integral part of these Terms: our Privacy Policy, and our Cookie Policy. The names LatDex and LTDX as well as related names, marks, emblems and images are copyright of LatDex. All rights reserved © 2024.
LatDex is a platform and community that facilitates transactions between buyers and sellers
in the buying and selling of non-fungible tokens (“NFTs”).
LatDex merely provides the technical and organizational infrastructure to ensure the proper
conduct of transactions on the Platform.
LatDex does not itself become a contracting party to the contracts concluded exclusively
between the users.
The users themselves are responsible for compliance with legal requirements and the
assertion of claims arising from the contracts they have concluded. In particular, LatDex
does not guarantee:
the accuracy and completeness of the statements and declarations made in relation to the
NFTs offered,
the NFTs offered as such; and
the conduct and performance of the offering third party.
Users are required to comply with applicable laws when using the Platform and Service. It is
each user's own responsibility to ensure that their offers are lawful and do not infringe
the rights of third parties.
The content published on LatDex by the respective users is generally not reviewed by LatDex
and does not represent the opinion of LatDex.
LatDex can only perform a limited review of the data provided by users. Therefore, no
guarantee can be given for the accuracy of the data provided by the respective users.
The Platform and Service is intended for users who are at least 18 years old. Persons under
the age of 18 are not permitted to use the Platform and Service.
All NFTs are transferred solely between our Users.
The User understands that there are serious risks connected with buying NFTs, such as heavy
fluctuations of virtual or actual currency values, which in turn may lead to total loss of
currency over short or long periods.
The User understands that there are serious risks connected with buying cryptocurrency, such
as heavy fluctuations of virtual or actual currency values, which in turn may lead to total
loss of currency over short or long periods.
The User acknowledges and understands that NFTs have no warranty whatsoever, expressed or
implied, to the extent permitted by applicable law and accordingly that Tokens are purchased
on an "as is" basis.
The User also understands that LatDex can not and will not provide any refund of the
purchase price for NFTs under any circumstance.
The User further agrees to accept sole and exclusive risk for the purchase of NFTs.
If you purchase a NFT, any financial transactions that you engage in will be conducted
solely through the Ethereum network.
You acknowledge that we have no insight into or control over the payment systems used or the
transactions made and due to the nature of NFT transactions we have no ability to reverse
any transactions.
We cannot be liable to you or to any third party for any claims or damages that may arise as
a result of any transactions that you conduct via the Ethereum network.
The use of Ethereum requires the payment of a transaction fee for every transaction that
occurs on the Ethereum network (“Gas Fee”) and we require NFT creators to pay transaction
gas when creating a new NFT on our Platform.
Buying, selling a NFT may have tax consequences for you, and you must take your own tax
advice on any consequences of buying, selling a NFT.
By purchasing or selling NFTs in our Marketplace or by transferring supported crypto
currencies to the LatDex address in exchange for LTDX, the User confirms to understand and
accept that he/she makes a contribution into LatDex for the development of the Platform.
The User understands and accepts that while the individuals and entities, including LatDex,
assigned to this task will make reasonable efforts to develop the LatDex Platform, it is
possible that such development may fail or become useless, and User’s LTDX become useless
and/or valueless due to technical, commercial, regulatory or any other reasons.
The User understands that there are serious risks connected with buying cryptocurrency, such
as heavy fluctuations of virtual or actual currency values, which in turn may lead to total
loss of currency over short or long periods.
The User acknowledges and understands that LTDX have no warranty whatsoever, expressed or
implied, to the extent permitted by applicable law and accordingly that LTDX are purchased
on an "as is" basis.
The User also understands that LatDex will not provide any refund of the purchase price for
Tokens under any circumstance.
The User further agrees to accept sole and exclusive risk for the purchase of LTDX through
the LatDex Platform. The User recognizes that the LatDex is currently being developed and
may undergo significant technical and functional changes before release.
In order to reduce the possibility of fraud, phishing attempts and other schemes perpetrated
by malicious third parties, the User agrees not to respond directly to any inquiry regarding
its purchase of LTDX, including but not limited to email requests purportedly coming from
LatDex.
The User recognizes that LatDex does not warrant the period of time for which the LatDex
Platform will be operational. LatDex for a number of reasons, including a lack of interest
from the public, a lack of funding or competing service providers that seek to develop
similar products, may abandon the LatDex Platform and use competitor’s services built on the
same underlying protocol and open source technology.
The User understands that between the time of purchase of LTDX, Tokens will be tradable in
the User's discretion and shall be therefore be a liquid asset class.
By purchasing the LTDX, the User confirms that he/she:
Is legally permitted to purchase LTDX in the User’s jurisdiction;
Is of a sufficient age to legally purchase LTDX or has received permission from a legal
guardian who has reviewed and agreed to these Terms;
Will take sole responsibility for any restrictions and risks associated with the purchase of
LTDX as set in these Terms;
Is not exchanging supported crypto currencies for LTDX for the purpose of speculative
investment;
Has a full and complete understanding of the usage and intricacies of Blockchain-based
assets, and Blockchain-based software systems.
After purchasing LTDX, the User becomes a LTDX Holder. Every LTDX Holder becomes part of the
funding system organized by the LatDex and is entitled to:
Trade LTDX with other Users.
Opt out of fundings at any time by giving back the LTDX to LatDex.
All Content included on the Platform, unless uploaded, provided, and owned by Users,
including, but not limited to, text, graphics, logos, icons, images, sound clips, video
clips, data compilations, page layout, underlying code and software is the property of
LatDex, our affiliates or other relevant third parties.
By continuing to use the Platform you acknowledge that such material is protected by
applicable Uruguayan and International intellectual property and other relevant laws.
You may not reproduce, copy, distribute, store or in any other fashion re-use material from
the Platform unless otherwise indicated on the Platform or unless given express written
permission to do so.
The Contents are provided on the Platform “AS IS” for your information and personal use
only. Except as expressly provided in these Terms, no part of the Platform and no Content
may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed,
encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for
any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Platform, you are granted a limited license to
access and use the Platform and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial use. We
reserve all rights not expressly granted to you in and to the Platform, the Content and the
Marks.
We respect the intellectual property rights of others. If you believe that any material
available on or through the Platform infringes upon any copyright you own or control, please
immediately notify us using support@latdex.com.
A copy of your Notification will be sent to the person who posted or stored the material
addressed in the Notification. Please be advised that pursuant to Swiss and international
copyright law you may be held liable for damages if you raise false allegations.
All Notifications should meet the following requirements:
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 on the Platform are covered, a list of such works on the Platform;
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;
Information reasonably sufficient to permit us to contact you, and, if available, an email
address at which you may be contacted;
a clear statement that you believe that use of the material in the manner complained of is
not authorized by the copyright owner, its agent, or the law.
You may provide, create, submit, post, display, transmit, perform, publish, distribute, or
broadcast content and materials to us or on the Platform, including but not limited to text,
writings, video, audio, photographs, graphics, comments, suggestions, or personal data or
other material including NFTs (collectively, "Contributions").
Contributions may be viewable by other users of the Platform and through third-party
Platforms. As such, any Contributions you transmit may be treated as non-confidential and
non-proprietary.
When you create or make available any Contributions, you thereby represent and warrant that:
the creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary
rights, including but not limited to the copyright, patent, trademark, trade secret, or
moral rights of any third party.
you are the creator and owner of or have the necessary licenses, rights, consents, releases,
and permissions to use and to authorize us, the Platform, and other users of the Platform to
use your Contributions in any manner contemplated by the Platform and these Terms.
you have the written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each and every such
identifiable individual person to enable inclusion and use of your Contributions in any
manner contemplated by the Platform and these Terms.
your Contributions are not false, inaccurate, or misleading.
your Contributions are not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us).
your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
your Contributions do not advocate the violent overthrow of any government or incite,
encourage, or threaten physical harm against another.
your Contributions do not violate any applicable law, regulation, or rule.
your Contributions do not violate the privacy or publicity rights of any third party.
your Contributions do not contain any material that solicits personal data from anyone under
the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
your Contributions do not violate any federal or state law concerning child pornography, or
otherwise intended to protect the health or well-being of minors;
your Contributions do not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical handicap.
your Contributions do not otherwise violate, or link to material that violates, any
provision of these Terms, or any applicable law or regulation.
Any use of the Platform in violation of the foregoing violates these Terms and may result
in, among other things, termination or suspension of your rights to use the Platform.
By posting your Contributions to any part of the Platform or making Contributions accessible
to the Platform, you automatically grant, and you represent and warrant that you have the
right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive,
transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy,
reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform,
publicly display, reformat, translate, transmit, excerpt (in whole or in part), and
distribute such Contributions, and grant and authorize sublicenses of the foregoing. The use
and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed,
and includes our use of your name, company name, and franchise name, as applicable, and any
of the trademarks, service marks, trade names, logos, and personal and commercial images you
provide. You waive all moral rights in your Contributions, and you warrant that moral rights
have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of
your Contributions and any intellectual property rights, or other proprietary rights
associated with your Contributions. We are not liable for any statements or representations
in your Contributions provided by you in any area on the Platform.
You are solely responsible for your Contributions to the Platform, and you expressly agree
to exonerate us from any and all responsibility and to refrain from any legal action against
us regarding your Contributions.
We have the right, in our sole and absolute discretion, a) to edit, redact, or otherwise
change any Contributions; b) to re-categorize any Contributions to place them in more
appropriate locations on the Platform; and c) to pre-screen or delete any Contributions at
any time and for any reason, without notice. We have no obligation to monitor your
Contributions.
By using the Platform and Service, you represent and warrant that: you are not infringing our eligibility requirements, all information you submit will be true, accurate, current, and complete, you will maintain the accuracy of such information and promptly update such information as necessary, you have the legal capacity, and you agree to comply with these Terms and LatDex`s other Policies, which is hereby expressly incorporated by reference, not a minor in the jurisdiction in which you reside, you will not access the Platform and Service through automated or non-human means, whether through a bot, script, or otherwise, you will not use the Platform and Service for any illegal or authorized purpose, your use of the Platform and Service will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform and Service (or any portion thereof).
You may not access or use the Platform and Service for any purpose other than that for which
we make the Platform and Service available. The Platform and Service may not be used in
connection with any commercial endeavors except those that are specifically endorsed or
approved by us.
In particular you may not :
manipulate the price of a NFT in any way, including bidding on your own items or on the
owners behalf,
preventing bidding,
using LatDex to conceal economic activity.
create user accounts by automated means or under false or fraudulent pretenses;
access or use the Platform for the purpose of creating a product or service that is
competitive with any of our products or services.
not to disassemble, decompile, reverse-engineer or create derivative works based on the
whole or any part of the source code of our Platform or any of the contents therein or any
of the contents therein nor attempt to do any such thing, or to reproduce, display or
otherwise provide access to the Services, our Platform or any of the contents therein or any
of the contents therein, including but not limited to framing, mirroring, linking,
spidering, scraping or any other technological means;
not to provide or otherwise make available our Platform or any of the contents therein or
any of the contents therein in whole or in any form to any person without prior written
consent from us;
to include our copyright notice on all entire and partial copies you make of our Platform or
any of the contents therein on any medium;
to comply with all applicable technology control or export laws and regulations; and
not to disrupt, disable, or otherwise impair the proper working of the Services, our
Platform or any of the contents therein or our servers, such as through hacking,
cyber-attacks (including but not limited to denial-of-service attacks), tampering or
reprogramming.
Any breach of this provision constitutes a criminal offense.
We will report any such breach to the relevant law enforcement authorities, and we will
cooperate with those authorities by disclosing your identity to them. In the event of such a
breach, your right to use our Services will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service
attack, viruses or other technologically harmful material that may infect your computer
equipment, computer programs, data or other proprietary material due to your use of our
Services, your downloading of any Materials on our Services or on any materials on any other
Platform linked to it.
If a dispute arises between users, we strongly encourage users to first contact each other directly to seek a resolution. LatDex is available for every user to submit complaints and other inquiries. We will consider reasonable requests but are not obligated to resolve a dispute between users.
For the purposes of applicable data protection legislation, we will process any personal data you have provided to it in accordance with our Privacy Policy. You agree that, if you have provided us with personal data relating to a third party you have in place all necessary appropriate consents and notices to enable lawful transfer such personal data to LatDex and that you have brought to the attention of any such third party our Privacy Policy. You agree to indemnify us in relation to all and any liabilities, penalties, fines, awards or costs arising from your non-compliance with these requirements.
LatDex makes no warranty or representation that the Platform will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service. No part of this Platform is intended to constitute advice and the Content of this Platform should not be relied upon when making any decisions or taking any action of any kind.
The Platform and Service are provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. LatDex accepts no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
These terms and conditions shall remain in full force and effect while you use the site. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the site or restrict your access and any content or information that you posted at any time, without warning, at our sole discretion. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
In no event will we or our directors, employees, or agents be liable to you or any third
party for any direct, indirect, consequential, exemplary, incidental, special, or punitive
damages, including lost profit, lost revenue, loss of data, or other damages arising from
your use of the Platform and Service, even if we have been advised of the possibility of
such damages.
Notwithstanding anything to the contrary contained herein, our liability to you for any
cause whatsoever and regardless of the form of the action, will at all times be limited to
the lesser of the amount paid, if any, by you to us during the 12-month period prior to any
cause of action arising.
We are not liable for the completeness, accuracy, or correctness of any information uploaded
on our Platform or any of the contents therein and any Related Content.
You expressly agree that your use of the Services and our Platform or any of the contents
therein, including reliance on any advice, is at your sole risk and not for navigational
purposes.
You agree not to use the Services, our Platform or any of the contents therein and the
Related Content for any purposes other than described and intended, and we have no liability
to you, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, arising under or in connection with these Terms (including but not limited to the
use of, or inability to use, the Services, our Platform or any of the contents therein or
any other service or software) for:
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss or corruption of data or information;
loss of business opportunity, goodwill or reputation; or
any other indirect or consequential loss or damage.
Nothing in these Terms shall limit or exclude our liability for:
death or personal injury resulting from our negligence;
fraud; and/or
any other matter in respect of which we are prohibited under applicable law from limiting or
excluding our liability.
Our Platform or any of the contents therein is not intended to serve a record-keeping
function, and we shall not be liable for any loss of data or content.
These Terms set out the full extent of our obligations and liabilities in respect of the
supply of the Services and our Platform or any of the contents therein. Except as expressly
stated in these Terms, there are no conditions, warranties, representations or other terms,
express or implied, that are binding on us. Any condition, warranty, representation or other
term concerning the supply of the Services and our Platform or any of the contents therein
which might otherwise be implied into, or incorporated in, these Terms whether by statute,
code or otherwise, is excluded to the fullest extent permitted by law.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees
and expenses, made by any third party due to or arising out of:
your Contributions,
use of the Platform and Service,
breach of these Terms,
any breach of your representations and warranties set forth in these Terms,
your violation of the rights of a third party, including but not limited to intellectual
property rights, or
any overt harmful act toward any other user of the Platform and Service with whom you
connected via the Platform and Service.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to indemnify us, and
you agree to cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or proceeding which is subject
to this indemnification upon becoming aware of it.
You hereby agree to the use of electronic signatures, contracts, orders, and other records,
and to electronic delivery of notices, policies, and records of transactions initiated or
completed by us or via the Platform.
You hereby waive any rights or requirements under any statutes, regulations, rules,
ordinances, or other laws in any jurisdiction which require an original signature or
delivery or retention of non-electronic records, or to payments or the granting of credits
by any means other than electronic means.
In the event that any party to these Terms fails to exercise any right or remedy contained
herein, this shall not be construed as a waiver of that right or remedy.
In the event of any conflict between these Terms and any prior versions thereof, the
provisions of these Terms shall prevail unless it is expressly stated otherwise.
The Parties shall attempt to resolve any dispute arising out of or relating to this
Agreement through negotiations between their appointed representatives who have the
authority to settle such disputes.
If negotiations do not resolve the matter within 30 days of receipt of a written invitation
to negotiate, the parties will attempt to resolve the dispute in good faith through an
agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not
resolve the matter within 30 days of the initiation of that procedure, or if either Party
will not participate in the ADR procedure, the dispute may be referred to arbitration by
either Party.
This Agreement (including any non-contractual matters and obligations arising therefrom or
associated therewith) shall be governed by, and construed in accordance with, the laws of
Uruguay.
Subject to the forgoing provision, any dispute, controversy, proceedings or claim between
the Parties relating to this Agreement (including any non-contractual matters and
obligations arising therefrom or associated therewith) shall fall within the jurisdiction of
the courts of Uruguay.