Soluciones Web3, S.L. ("KABILA" or "we" or "us") make our services available to you through different products:
-> Wallet (Android, iOS and Chrome).
-> Tools (tools.kabila.app)
-> Market (tools.kabila.app)
-> Academy (academy.kabila.app)
-> Plazas (plazas.kabila.app)
subject to the following Terms and Conditions ("TCs"). By signing to enjoy our Services, you acknowledge that you have read and agree to these TCs; as well as the Privacy Policy and all additional terms and conditions governing your access to and use of the Platform, software, tools, functionality and other features of KABILA.
For the purposes of this Agreement, the following terms shall be used as described below:
Kabila. Trade name and mark under which the company Soluciones web3, S.L. promotes its product and services in the market.
Platform. Web 3/products developed by Kabila and built on Hedera that provide a Non-Custodial Wallet (Wallet), an NFT Marketplace (Market), an NFT Toolkit (Tools), an educational hub (Academy) and a social DApp (Plazas).
Services. i)Kabila Website, ii) Kabila Platform, iii) Kabila Tools, iv) and any other functionality or feature offered by Kabila to users.
TCs. Binding agreement between Users and KABILA containing the conditions of access and use of the KABILA platform and its services.
Artist or Creator. i) User(s) on the KABILA Platform and of its tools ii) Content creator(s), artists and brands/marks that transact their assets, whether FTs or NFTs, using the KABILA Platform and its tools.
Buyer. i) User(s) on the KABILA Platform and of its tools. ii) Artist(s) or Buyer(s) who sells their assets, whether FTs or NFTs using the KABILA Platform and its tools.
Users. User means any person who uses the KABILA Platform and its tools. That is: i)Artist or Creator, ii)Buyer, iii)Vendor.
Fungible Token (FT). Tokens whose main characteristic is their fungibility, i.e., they can be substituted by other tokens of the same amount or type, e.g., Bitcoin. In contrast to NFTs, tokens of the same contract can be tracked, traded and are interchangeable with each other.
Non-Fungible Token (NFT). It is a token standard that, contrary to fungible tokens, is unique and not substitutable or replaceable. NFTs can be tracked and traded, but each token is unique and distinct. NFTs can represent ownership of digital or physical assets.
Wallet. Software that allows to store and manage private and public keys. It is used to access and control Hedera and KABILA accounts and interact with smart contracts.
Hedera Hashgraph. Hedera is a decentralised network that uses a third-generation decentralised consensus protocol called Hashgraph; a network that is distributed or shared among many different parties. It can only be updated based on the consensus of the majority of participants in the system and, once entered, the information can never be deleted. It uses algorithmic and cryptographic techniques.
KABILA provides Users with a Web3 platform that provides them with tools through which content creators, artists and marks/brands ("Artists") can create, send, sell and manage their tokens (FTs and NFTs) for two main purposes: funding projects and creating marketing campaigns as well as building loyalty with their communities.
With the KABILA tools, Artists will be able to create their own NFT Launchpad (NFT online shop) as well as their own space within KABILA ("Creator’s Portal") in a way that allows them to bid, mine and transfer their Fungible Tokens (FTs) and tokenised digital content or works via Non-Fungible Tokens (NFTs) so that buyers ("Buyers") can make direct purchases to acquire such NFTs or FTs securely and on terms and conditions of the Artist's election.
All of this using the Hedera Hashgraph network, the solutions provided by it and due to the creation and execution of smart contracts in this chain, as well as the use of the Hedera SDK. KABILA does not buy or sell the FT and NFT of the Users as we do not have possession of them. In other words, we do not have custody of said content and, therefore, we do not have control of them, so we are not the distributors of the FT and NFT.
Among the different functions of the KABILA platform, we make available to the Users (Artist and buyer) the (1) "Secure Trade" tool. This is a tool that allows two Users to buy and sell NFTs in a secure way. The seller defines NFTs and selling price and generates a code. The Buyer enters the code, reviews the details of the transaction and signs it. At that point, FTs and NFTs are automatically sent between buyer and seller.
Specifically, for Artists, KABILA has designed the following tools:
(2) Creation of NFTs. This tool allows 3 actions to be carried out:
i. NFT Collection Creation. By which the user creates the Token of the collection on which later, he/she will be able to mint NFTs. Here the user must enter: name of the collection, name of the creator, token symbol, maximum amount of NFTs and royalties. In addition, he can choose the "Keys" he wants to add to the collection. These "Keys" are the keys that allow you to manage the token later and are optional: Supply Key (always activated to be able to mint NFTs later), Admin key, Wipe key, Freeze key, Burn key. The user is responsible for understanding the implications of activating each key and for the subsequent handling and safekeeping of these keys in a secure place. KABILA will never have access to these collection keys, except by express written authorisation of the user for specific actions.
ii. To Mint identical NFTs. First, the user will have to select on which existing Token (Collection) he/she wants to mint the new NFTs. To do so, the user will have to enter the Supply Key of the collection on which he/she wants to mint the new NFTs. In addition, you must enter the API Key of your NFT.Storage account so that KABILA can upload the metadata of the new NFTs to be minted to IPFS through your account. NFT.Storage is an external, non-KABILA solution that provides a simple file upload service to IPFS (Interplanetary File Storage), a decentralised file storage network. KABILA is not responsible for the management or possible loss of files and/or metadata from the user's NFT.Storage account. After entering the NFT.storage Supply Key and API Key, the user will have to enter the NFT data: NFT file (image, video, 3D file, GIF, PDF or song), NFT name, NFT creator name, NFT description, NFT attributes and properties (optional NFT attachments: image, video, 3D file, GIF, PDF or song).
(3) Bulk Sender: This tool allows the bulk sending of NFTs and FTs to different User accounts. Both manually and by importing a .CSV file with all the data of the accounts and the FTs and NFTs to be sent.
(4) Creation of FTs in Hedera: allows the creation of FTs and the subsequent minting of more tokens up to the maximum amount defined for the Token. Here the user must also decide which token "Key" he/she wants to activate for the subsequent management of the token. KABILA is not responsible for the use of these keys by the user or any third party.Likewise, the creator of an FT or NFT can manage it through the section
(5) Token Manager. Within this section, the Artist can perform a number of actions on the token - as described below - as long as the Artist has the relevant token keys:
i. Manage the token and view the information related to the token.
ii. Update the Keys.
iii. Burn or wipe it
iv. Delete a token
v. Pausing a token, as well as reversing such action.
vi. Freeze/unfreeze a token
vii. Others
(5) Inter Planetary File Storage (IPFS) Manager: It allows the User to upload metadata of your NFTs to IPFS through a .CSV so that the User will be able to know the immutable Content Identifiers (CIDs) that identify his/her NFTs.
(6) Art Engine: Kabila's art generator tool allows the User to create his art directly in the Platform due to its different functionalities and attributes. The tool will generate both the new images and metadata ready to mint later.
(7) Launchpad: It allows Users to create and launch their own Launchpads for selling their NFTs.
(8) Market: an open market where creators can list their NFT Launchpads and buyers can access and purchase NFTs.
For as long as you are using KABILA, we grant you a non-exclusive, non-transferable, revocable, limited license to access and use the Platform, its features and tools that KABILA makes available to you.
However, KABILA may, without prior notice, modify the Platform and its tools, at any time by adding or removing features and functionality, without any direct or detrimental impact on business and transactions already conducted.
This license does not imply that KABILA is transferring ownership or title to you and shall not be construed as a transfer of any rights in any of KABILA's products and services.All rights arising from the creation and implementation of techniques, processes, source code and other works on the KABILA website, Platform and tools, including, inter alia: modifications, enhancements, derivative works, configurations, translations, updates, interfaces, etc. are the exclusive property of KABILA.
Limits of the licence. Consequently, and except as expressly provided for in this licence, Users may not carry out any of the activities described below on the Platform or the tools (including, but not limited to, by way of illustration): sell, license, reproduce, modify, carryout additional development, copy, reverse engineer, modify, disassemble, decompile or create derivative works from the source code or any part of it, or allow or authorise third parties to carry out such activities.
In addition, KABILA may revoke the license at any time unilaterally as a consequence of any of the actions indicated in the previous section, as well as for other causes exposed throughout the present TCs; without this originating a right of claim for theUsers. Once the licence has been revoked, the User may not and must refrain from using the Platform or any of its tools in any way or by any means, such as, for example, attempting to access the Platform by creating an account using another user name.
Failure to comply with the above, in whole or in part, shall constitute an infringement of KABILA's rights and KABILA reserves the right to take appropriate legal action to enforce its rights.
Industrial Property. The distinctive signs (graphic and word) that appear on this Platform are the exclusive property of KABILA or, where appropriate, of third-party owners who consent the use of by KABILA. Consequently, it is forbidden the use in the economic traffic of trademarks or trade names that appear on the Platform and in each of the tools provided by the Users without having obtained the proper authorization.
Intellectual Property. The contents, texts, photographs, designs, logos, images, sounds, videos, animations, recordings, codes and, in general, any intellectual creation existing on the Platform, as well as the Platform itself as a whole as a multimedia artistic work, are protected by current Spanish, European and international legislation on intellectual property.The reproduction, storage (except that necessary for loading the Platform in the browser or temporary storage), transformation, distribution, distribution, public communication, making available to the public and in general any other form of exploitation, by any means or procedure, of all or part of the contents subject to KABILA's rights is prohibited, except in the case of prior and express authorisation to that effect.It is also prohibited any process that affects or uses the source code of the Platform and its tools, including those that seek its exploitation, modification or even the circumvention, alteration or elimination of the security systems that it has implemented.
Domain names. In the same sense as referred to in the previous section, the domain name is the exclusive property of KABILA. Its improper use in the course of business would be an infringement of the rights conferred by its registration and will be prosecuted by the means provided by law.
Whether you are an Artist or a Buyer the following steps will be necessary in order to use KABILA:
Step #1: Download and install Kabila Wallet. If you want to use our services, you must be at least 14 years old or have express permission from your parents or legal guardians. However, the permitted age and the requirements for the creation and possession of a wallet in Hedera will be subject to the terms and conditions of said provider.
Step #2: Create or import one or more Hedera wallet(s). Whether you are an Artist or a Buyer, you must create or, if you already have one, import the Hedera account. These wallets will be used to store and transfer the FTs and NFTs. However, for the use of certain tools it will be necessary to register with the Hedera wallet in order for them to function correctly. In order for the Buyers to make the payments and the Sellers to correctly receive the consideration for the transfer of the assets, the "Secure Trade" tool will be used so that, once the transaction is accepted, a link will be automatically generated, which will be sent to the Buyer to make the payment securely. Users are free to set the cost of their NFTs and FTs with no minimum or maximum set by KABILA. Regarding your wallets, we will know your public key as it is necessary to be able to transact on the hashgraph network, the FTs and NFTs, but we will never know what your private key is. In this sense, the User is subject to Hedera's terms and conditions. KABILA is only a viewer and manager of the assets of your Hedera wallets, but these assets live in the decentralised Hedera network, not in KABILA. Therefore, a user could import their Hedera wallet into any other wallet service provider, and still have access to their assets.
Step #3: Use Kabila Tools to create, launch and manage FT/NFT Collections. The Kabila Wallet will be required to confirm operations within the DApp. In the coming months, other Wallets supporting WalletConnect and Batch Transactions might be added as well.
Step #4: Use the Market to access NFT Launches and purchase NFTs. A connected Wallet via WalletConnect will be required to confirm operations within the DApp.
We want Artists to be free to decide what rights you want to transfer when you use the tools for creating, mining and transferring TFs and NFTs that KABILA provides. Therefore, we recommend you to indicate the conditions of transferability through which you specify what you grant to the Buyer with respect to the FTs and NFTs once the sale has been concluded and said asset is incorporated into his wallet, being understood as the existence of the validation of the transaction, having occurred, therefore, the perfection of the sale and purchase.
These conditions can be established either in your launchpad, in your artist section within the KABILA Platform "Creator's Portal" or in a website or portfolio outside KABILA. NFTs require special attention due to the intellectual property rights that arise from them. In the event that the Artists do not previously define the rules of transferability, the rules established by KABILA will apply, based on the provisions contained in the applicable regulations on Intellectual Property. All this in order to offer security and transparency to both the Seller and the Buyer:
(a) ARTISTS
Whether you create your NFT or simply transfer it using KABILA, you represent and warrant to us that you are the author of or own full rights to the elements and content or works that comprise and underlie it, as well as to the NFT itself without infringing on the rights of third parties. In this regard we can answer the following questions very clearly:
i. What do you own? Your art, your creation and ultimately your digital content or work, which you have decided to share with the world, turning it into an NFT.
ii. What do you transmit? The ownership of an NFT that represents your work or digital content, and therefore the possibility for the buyer to resell it.
iii. What do I keep?
1. Ownership of the work or content represented by the NFT: you will always be the author and creator.
2. The right to be acknowledged as the author of the work underlying the NFT (for example, you may request that your name appear when the buyer displays it in a virtual museum) as well as not to have it modified or to take any other harmful action that undermines your honour or reputation.
3. Exploitation rights: You may reproduce, transform, create derivative works and communicate to the public such work or content underlying the transmitted NFT.
4. Rights in your trademark or other distinctive signs and protected rights that are part of, integrated into, or otherwise associated with the NFT.
iv. What can't I do? When the NFT has been set up by you as a unique piece or content you may not:
1. tokenise in any way or create another NFT that corresponds to the same work or content.
2. Tokenise in any way or create another NFT that corresponds to the same work to incorporate it into a digital collection.
(b) BUYERS
i. What do I acquire? The ownership of an NFT that represents the content of the Artist's work on an exclusive basis.
ii. What do I keep and what can I do?
1. You will have ownership of the NFT: the NFT will be transferred to your wallet so that you will control its custody and holding.
2. You will be able to resell the NFT.
3. And as we said, in default of what is stipulated in the Artist's own conditions, you will be able to perform the following actions: show the original work represented by the NFT that you have acquired privately or publicly. That is: reproduce it in order to lend it, offer it to resell the NFT, share it with your followers through your gallery, exhibit it in decentralised virtual environments (museums, galleries, etc.). All of this for non-commercial purposes. However, it is not possible to reproduce it or to sell it in other marketplaces outside the Hedera network.
4. You may not tokenise in any way or create another NFT that represents the work or content that underlies the NFT that you have acquired.
iii. What don't I have?
1. Ownership of the NFT: The Artist who mints the NFT will always be the creator and author of the NFT.
2. Title to the content or work underlying the NFT and ownership in respect thereof and intellectual property rights.
3. You do not have either the rights to the trademark or other distinctive signs, domain names and other protected rights of the Artist. And you may not apply for and/or register names similar or identical to the protected names owned by the Artist or third parties in the work.
iv. What do I owe the Artist?
1. Right of participation in subsequent sales of the NFT. The Buyer (and subsequent buyers) must deliver a percentage of the resale price of the NFTs if the Artist has previously defined the percentage of royalties, he/she wants to receive. In the absence of such a definition, the Artist will not receive any amount in respect of the resales of his NFTs. This will be automatic thanks to the use of KABILA.
2. Also, you shall ensure that your intellectual property rights are respected and inform you about infringements (or potential infringements) committed by third parties.Upon the sale or transfer of the NFT representing the work or content to another buyer (i.e., where there is a secondary sale or resale) the subsequent buyer will be subject to the same terms and conditions contained herein, acquiring the rights and obligations that the first buyer has had. As a consequence, the first purchaser shall cease to have (1) the TFN and (2) any rights or obligations imposed on the content or work.
(c) KABILA
Users acknowledge and agree that by creating an account, listing and offering their content on our Platform is granted to KABILA, its partners, affiliates and collaborators:
i. A non-exclusive, worldwide, transferable, sub-licensable, unlimited duration, irrevocable, worldwide license to do the following:
1. reproduce, display and transmit the content and/or work represented by the NFT to carry out the functionalities of the Platform and its tools. This would include (i) its indexing and cataloguing; (ii) its reproduction.
2. Reproduce, display, exhibit such content and/or original works, derivatives and transformations thereof in advertising material (as well as their distribution through different media) for the purpose of promoting KABILA. This would include (i) their preview on our own Platform and tools, social networks, virtual museums and galleries, metaverse, digital publishers, etc (ii) their storage and hosting in our databases or third party databases and servers contracted for this purpose, as well as within a distributed file maintenance system - controlled directly by KABILA, Hedera or other necessary third parties - in order to generate the smart contracts and other mining, transaction, etc. orders for the creation and transfer of the NFT.
ii. An unlimited, non-exclusive, worldwide, transferable, sub-licensable and irrevocable license to use your marks in events, congresses, trade fairs, on the Platform, in informative and advertising materials, both tangible and intangible, and for any other use deemed necessary for the promotion and development of the KABILA business and platform, as long as it does not harm the situation, the reputation of your marks/brands and, therefore, the image of the User in any way.
In this sense, the Users declare that they have the capacity and all the rights - either as owner or licensee - to be able to carry out the granting of such licenses. Both licences are royalty-free, so KABILA does not have to pay any fee.
Whether you are an Artist or a Buyer, registering and using KABILA is completely free of charge. However, the use of certain KABILA tools is associated with a cost / commission in favour of KABILA:
• NFT Secure Trading Tool. KABILA will receive 1.9% of the total transaction price.
• Purchase of Creators Pass. The tools for Creators can be accessed at tools.kabila.app. A tokenised access section for which the user must have the NFT known as the "Creator Pass". There will be three different Creator Passes with different acceses: 3-Month Pass (39.90$), 6-Month Pass (69.90$) and 12-Month Pass (94.80$). At the time of purchase, the serial number of the NFT Creator Pass is associated with the Wallet that executed the purchase and this is the only Wallet that will be able to use the tools during the specified period. The period will begin to run from the time of purchase and the user will always be able to view the remaining time of use available for his Creator Pass in Kabila Tools.
• NFT Creation Tool: KABILA will receive $1.90 for the Creation of a Token (Collection) as well as $0.05 for each NFT minted.
• Bulk Sender Tool: KABILA will receive $0.05 for each NFT transferred with Bulk Sender. And $0.02 each time a Wallet is added to transfer FTs to, regardless of the number of FTs sent.
• Creation of FTs in Hedera: KABILA will receive $1.90.- each time a FT is created or new FTs are minted/created on an existing token, regardless of the number of FTs minted or created.All these fees may be reduced if KABILA detects that the user has certain NFTs in their Wallet with associated discounts.
• IPFS Uploader. KABILA will receive a fee of $0.05 for each NFT metadata generation and upload to IPFS. Here the user will have to provide his NFT.Storage API Key.
• Smart Lists. There will be a 0.90$ cost for each dynamic list generated.
• Art Engine. KABILA will receive 0,10$ (for image and metadata generation) and for uploading to IPFS. At the end of the process, the user will be offered the option to create a collection ($1.9) and mint new NFTs ($0.05/NFT) using the generated images and metadata.
• Launchpad. KABILA will receive a fixed fee of $19 per Launchpad setup + 4.9% commission of the total selling price of each NFT. If the selling price assigned by the selling user is less than $0.19, the selling user will have to pay the amount resulting from multiplying $0.19 by the number of NFTs to be sold on the Launchpad as an advance payment, prior to the launch of their Launchpad.
• Sales Reports. There is no additional cost for this tool.
• Token Manager. Users will have to pay different fees based on the token action taken
• Analytics. There is no additional cost for this tool.
All fees will be charged in HBAR except for those inherent to the use of Launchpad: depending on the payment method chosen by the Creator (HBAR, USDC), the commission will be applied to the corresponding token of the Hedera network (always tokens of the Hedera network).These commissions are automatically shared between Users and KABILA. Likewise, Users will assume the fees of the Hedera network, which will be estimated and expressed before executing the transaction.
Secondary or successive sales of NFTs. The above costs and commissions shall also apply in the case of secondary or successive sales of NFTs. However, in the event that the initial Artist or seller has set a royalty percentage, the Artist will receive the royalty percentage of the resale price. These secondary sales can be made through the KABILA Secure Trading tool, the Lauchpad/Marketplace of the creator/artist or any other tool or secondary marketplace on the Hedera network. In case of portability of the NFT to another network, the use of Hashport type platforms is recommended, which conserve the information and royalties of the NFT created in Hedera in other networks: Solana, Ethereum, Matic, etc.
Currency and taxes. The fees to be received by KABILA will be in HBAR or FIAT money, depending on the payment method chosen by the Creator/User. And VAT will be included in the price of the fees.Users may freely set the cost of their NFTs and FTs without there being a minimum or maximum established by KABILA. In this sense, it may be set in FIAT money or paid with the Hedera Token (HBAR). However, KABILA may make royalty setting recommendations based on market practice and trend.
Users shall be solely responsible for compliance with their legtax obligations in their respective countries associated with the use of the Platform and as a result of purchases, transfers, etc. of the NFTs.
As a User, you are solely responsible for all information, content, and other data stored on the Platform. Likewise, you are responsible and custodian of the NFTs and FTs, your KABILA account and your wallet. Consequently, you are solely responsible for any damages that may result from the storage and holding of the FTs and NFTs as well as the funds available in your wallet.
You undertake to use the Platform in a diligent, correct and lawful manner, always respecting current legislation, morality and decency, as well as public order and the contents of these terms and conditions, and may not carry out the following practices:
• Use Kabila Products if you are under 14 years old and do not have the consent of your parent or legal guardian.
• Abuse, harass, threaten, impersonate or intimidate any person.
• List or offer content and works of which you are not the author, or for which you do not hold the relevant rights to do so.
· Misrepresenting offers and information about the works you list on KABILA.
· List and attempt to trade in NFTs that display explicit content, whether violent, sexual or generally offensive to the integrity of persons, current legislation, morals, public order and decency.
· It will also not be possible to trade in NFTs that infringe on the image rights, privacy and honour of individuals.
· Interacting with other users with the sole intention of extracting or stealing their works, information, materials or techniques, and in general know-how or secrets for your benefit or for the benefit of others.
· Posting or transmitting - or causing or encouraging the posting or transmission of - any communication or solicitation with the purpose or intent to obtain any password, account, bank details or private information of any KABILA user.
· Generate or send unwanted or "spam" messages or emails to any user or URL.
· Accessing or attempting to access the account of any other user, misrepresenting, impersonating or misrepresenting your identity, including, but not limited to, misrepresenting your affiliations with any person or entity, past or present.
· Transmit your username and password to unauthorised third parties, and you must immediately notify KABILA of any access by an unauthorised user to the Platform and its services.
· Illegitimately solicit, collect or harvest personal or other data from any User of the Platform.
· Use any robots, bots, spiders, scrapers or any other automated means to access the Platform for any purpose without written permission. You further agree not to (i) proceed in any manner that imposes or would, in KABILA's sole discretion, impose an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Platform, its security or any of its activities; or (iii) circumvent any of the measures we use to prevent or restrict access to the Platform.
· Creating user accounts by automated means or under false or fraudulent pretences
· Framing of the Platform and tools, or placing pop-up windows on the Platform's pages, or otherwise affecting the display of its pages.
· Make price alterations through your own account, other accounts created for that purpose or through third party accounts.
· To carry out reverse engineering techniques in order to avoid the payment of commissions and royalties established in the Platform, as well as to carry out actions aimed at money laundering, terrorist financing, and any other activity that is totally prohibited by the Spanish, European and international treaties, agreements and laws in force.
· Use the functionalities enabled on the Platform if you are accessing the Platform from a country with sanctions, restrictions and/or blockades for trade within the European Union.
· Use KABILA if you are on the list of persons or entities subject to restrictions on investment and any other economic and financial activity.
· Use KABILA and the TFs and NFTs minted and transferred on the platform to promote financial services, provide the possibility to participate in ICOs, manipulate and speculate on prices, and any other illicit or illegal practices.
· Using KABILA to trade in stolen or otherwise unlawfully taken FTs/NFTs.
We also recommend that, before making any transaction within KABILA, you investigate or try to find out about the Artist or secondary seller you are buying from, as well as the asset offered for sale (validating through official sources that the Token ID is the correct one, such as hashscan.io or others indicated through the following link) and the conditions of such transferability to avoid, as far as possible, that it is not a fraud, a fake or stolen FT or NFT... and in general that it does not appear to be a User in violation of the Law or any of the prohibitions contained herein.
Feedback. KABILA welcomes all comments, opinions and suggestions you wish to make in order to improve our services and the User experience. In this sense, Users agree that KABILA may use and disclose your feedback and all content displayed and expressed therein, on our social networks, website, or any other media, without prior notice and without prior or future financial or any other type of compensation.Users expressly acknowledge and agree that any contribution by way of feedback does not and shall not give you any special or additional right, title or interest in or to the KABILA Services.
· KABILA, in its capacity as an intermediary, does not provide any investment or legal advice or recommendations relating to art, tokens or any other type of asset, or crypto-asset, regardless of its economic, legal nature or present or future qualification as a tradable security or financial instrument.
· KABILA is not an exchange, broker, bank, credit facility or any other similar entity.
· When Users access the Platform and make use of the services offered by KABILA, they do so at their own risk, without KABILA assuming any liability to them or any third party for doing so. This includes the risk of both profit or loss that may arise from the creation, purchase and/or resale of FTs/NFTs.
· KABILA is not a party to any agreement between Users. In this regard, each party is solely responsible for verifying the identity of the other party with whom it agrees to transact the NFTs, as well as verifying the functionality, authenticity and veracity of the content or work tokenized and transferred through such NFTs, regardless of whether it is an Artist-Buyer sale or secondary sales between Buyers.
· KABILA is exempt from any liability that may arise from the use of Hedera on the Platform by Users or third parties (authorised or not) as well as from the wallets.
· KABILA is not responsible for any errors, alterations or other anomalies or damage that may arise in relation to the public and private addresses of your wallet.
· If you experience any technical or other problems related to the wallet and its use, you should contact the specific support via the following links: -help.hedera.com/hc/en-us - kabila.app/support
· You are solely responsible for keeping your credentials secure, as well as due diligence in protecting your accounts, password recovery procedures.
· Registration and access to the KABILA Platform does not guarantee the commercial and artistic success of the Users.
· KABILA is not responsible for access not consented to by their parents or legal guardians and, consequently, for acts performed by minors on the Platform.
· To the extent permitted by applicable law, KABILA assumes no liability with respect to the use and failure of the Platform and hashgraph technology and the network used.
· KABILA may include links to external third-party sites, for which we assume no responsibility.
· We are also not responsible for the websites or spaces created using KABILA where the Artists advertise the works that they will later sell.
· We do not represent or warrant that the operation of this Platform, tools and its Software will be timely, secure, uninterrupted or error-free and disclaim all liability in this regard to the fullest extent permitted by law.
· KABILA is not responsible for possible failures beyond KABILA's control or the responsibility of third-party providers with whom KABILA works, such as, for example, Hedera or HGraph.io
· In the event that we are requested to do so by a public body, authority, court or competent institution,KABILA shall be obliged to provide you with all data and information necessary to comply with the request received, for example in connection with an investigation or legal proceedings. However, it should be noted that KABILA, with the exception of certain cases and for a limited period of time, will never have access to restricted data such as private keys of User accounts, as well as token keys (i.e., the keys that manage a TF or NFT once it has been minted).· We reserve the right to suspend use of and access to the Platform and all of its services at any time for operational, regulatory, legal or other reasons. Users are solely responsible for the control over the content, information and data included in the Platform, as well as those provided to KABILA to carry out the contracted services. Consequently, it is also responsible for the veracity, quality and integrity of these.
· You are completely free to trade, mint and transfer your FTs/NFTs using the KABILA Platform and its tools.
· KABILA is not responsible for the fact that the NFT purchased by the Buyer does not represent the content or the original work promoted by the Artist on his website, as in his space within KABILA, for having advertised a different work than the one that is then transmitted. However,KABILA has developed appropriate technical measures to try to avoid such a circumstance.
· References to specific trademarks, trade names, titles of digital works or NFTs, FTs, etc. do not constitute or imply endorsement, sponsorship or recommendation of such companies or Users by KABILA.
· If the execution of any of the services offered by KABILA and made available to the User results in damages, financial loss, loss of data, loss of profit or any other kind of damage (whether direct or indirect), KABILA or any of its partners or collaborators shall not be held liable at any time.
We do not act as moderators in disputes between Users. KABILA reserves the right to monitor, but has no obligation to intervene as a mediator or intermediary in the resolution of the dispute. Contact us if you think your rights are being infringed!
If you become aware of the existence of any illicit, illegal content, contrary to the law, security breach or that could involve an infringement of intellectual, industrial or any other type of property rights, please write to us at hello@kabila.app so that we can take effective knowledge and adopt the appropriate measures as soon as possible.
In this regard, KABILA reserves the right to remove from the platform, and therefore not allow them to be transferable using the platform, those TFs and NFTs that do not comply with the contents of these terms and conditions.Users acknowledge and agree to defend, indemnify and hold KABILA harmless from and against any and all losses, damages, moral - including reputational - or economic - both for loss of earnings and actual damages suffered - liability, deficiencies, claims, actions, suits, judgments, settlements, interest, fines, penalties, costs, or expenses of any kind, including justified fees of notaries public, lawyers, solicitors and experts and any other expenses or costs related to the exercise of a right of indemnification incurred by KABILA resulting from or arising out of the claim, proceeding, action brought by a third party in connection directly or indirectly with: (i)an infringement of intellectual or industrial property rights by any of theUsers; (ii) non-compliance or deficient compliance with the obligations and instructions contained in the Platform licence granted (iii) indications of the commission of a crime whether economic or otherwise.
Users may unsubscribe from the Platform at any time by emailing us (hello@kabila.app). After that, KABILA will delete your profile alias, information, content and activity displayed in your space within KABILA, although this may not happen immediately. We recommend that you refer to the Privacy Policy to understand how and for what purpose we retain and retain your data after deletion of your account. In addition, KABILA may suspend your access to the Platform or any of its tools at any time immediately, for breach of any of the obligations contained herein, and without prior notice, and reserves the right to reinstate or not reinstate access. The total or partial breach of the obligations contained herein, will entitle KABILA to demand compliance or termination, with the consequent compensation for damages in both cases. Users agree to defend, hold harmless and indemnify KABILA, against any and all third-party claims, actions or law-suits arising out of or otherwise related to your use of the Platform and the Platform Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), actions, judgments, litigation costs and attorneys' fees of any kind and nature whatsoever.
If KABILA is delayed or prevented from performing any of its obligations under the services or functionalities requested to be performed within the Platform, due to an event, circumstance or cause beyond its reasonable control which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable (force majeure), then, notwithstanding the foregoing, KABILA shall not be liable to Users or in default for the delay or impediment. Likewise, KABILA shall not be liable to Users for such events causing inoperability or difficulty in the provision of services by Users and third-party providers.
Modifications. KABILA reserves the right to modify or replace any part of these terms and conditions at any time. In addition, KABILA may add new services or features in the future. In any event, we will notify you by appropriate and provided means within fourteen (14) days prior to the effective date and posting of the modifications on our Platform, except for changes relating to new Platform features, which will be effective immediately. Your continued use of the Platform after the effective date of such changes constitutes your acceptance of the new terms and conditions.
Assignment. Neither party may transfer and assign its rights and obligations under these terms and conditions without the prior written consent of the other party. Notwithstanding the foregoing, KABILA may transfer and assign its rights without the consent of the other party in connection with a change of control, acquisition or sale of all or substantially all of its assets.
Waiver. The failure of KABILA to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Partial nullity. If one or more provisions of these terms and conditions are held invalid or declared invalid pursuant to any law, regulation or final decision of a competent jurisdiction, the other provisions shall retain their full force and effect.
Language. The language applicable to this Agreement is English and Spanish. However, in the event of any discrepancy between the content of the two versions, the User expressly agrees that this Agreement shall be governed by the Spanish version.
This Agreement shall be interpreted and enforced in accordance with the laws of Spain. Any dispute arising out of or relating to this Agreement - including any question relating to its existence, validity, termination, interpretation or execution - shall be subject to the jurisdiction of the Courts and Tribunals of Alicante province to resolve the conflict or question. Without prejudice to the foregoing, the parties undertake to make their best efforts to resolve such disputes amicably and in good faith, before resorting to the competent jurisdictional bodies.
