Terms & Conditions
Date of Initial Publication: May 8, 2024
Last Updated: May 8, 2024
1.1.1. NFTs and Collectibles.
“NFTs” means 1) Ethereum-based tokens complying with the ERC-721 standard, ERC-1155 standard, or other similar “non-fungible” token standard. NFTs are intended to be “non-fungible” tokens representing a unique Collectible; however, certain NFTs may be fungible with one another (i.e., all such NFTs are associated with the same Collectible Metadata) while being non-fungible with other NFTs (i.e., such NFTs are associated with different Collectible Metadata).
(a) “Collectible” means the association on Ethereum of an NFT with a Uniform Resource Identifier (“URI”) identifying an appropriately configured JSON file conforming to the ERC-721 Metadata JSON Schema, ERC-1155 Metadata URI JSON Schema or a similar JSON schema, as applicable (such JSON file, the “Collectible ID”).
(b) The Collectible ID of a Collectible specifies the properties of the Collectible, including the name and description of the Collectible (the “Collectible Descriptors”), a URI identifying any image file associated with the Collectible (the “Collectible Image”), and potentially other “metadata” associated with the Collectible (the Collectible Descriptors, Collectible Image, and such other metadata, collectively, the “Collectible Metadata”). The Collectible Metadata for Collectibles created through the Solav Applications is typically stored on IPFS through an IPFS node operated by Solav or operated by a dedicated partner of Solav. The Collectible Metadata for Collectibles created outside the Solav Applications may be stored in other ways, depending on how such Collectibles were created.
(c) There can be no guarantee or assurance of the uniqueness, originality, or quality of any Collectible or Collectible Metadata. In the absence of an express legal agreement between the creator of a Collectible and purchasers of the Collectible, there cannot be any guarantee or assurance that the purchase or holding of the Collectible confers any license to or ownership of the Collectible Metadata or other intellectual property associated with the Collectible or any other right or entitlement, notwithstanding that User may rightfully own or possess the NFT associated with the Collectible.
1.2.1. User Responsible for Accounts / Addresses. Users are responsible for all matters relating to their accounts (if any) on the Solav Apps or the blockchain accounts or addresses through which they interact with the Offerings, and for ensuring that all uses thereof comply fully with these Terms. Users are responsible for protecting the confidentiality of their login information and passwords (if applicable) for the Solav Apps or the private keys controlling the relevant blockchain accounts or addresses through which they interact with the Offerings.
1.2.2. Solav May Discontinue Offerings. The entity shall have the right at any time to change or discontinue any or all aspects or features of the Offerings.
1.2.3. Solav May Deny Access to or Use of the Offerings. The entity reserves the right to terminate a User’s access to or use of any or all of the Offerings at any time, without or without notice, for violation of these Terms or for any other reason, or based on the discretion of The entity. The entity reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Solav’s Company sole discretion. Collectibles or other materials uploaded to the Offerings may be subject to limitations on usage, reproduction, and/or dissemination; Users are responsible for adhering to such limitations if they acquire a Collectible. Users must always use caution when giving out any personally identifiable information through any of the Offerings. The entity does not control or endorse the content, messages, or information found in any Offerings, and The entity specifically disclaims any liability with regard to the Offerings and any actions resulting from any User’s participation in any Offerings. 1.2.4 Monitoring. The entity shall have the right, but not the obligation, to monitor the content of the Offerings, to determine compliance with this TOU and any operating rules established by The entity and to satisfy any law, regulation or authorized government request. The entity shall have the right in its sole discretion to edit, refuse to post, or remove any material submitted to or posted through the Offerings. Without limiting the foregoing, The entity shall have the right to remove any material that The entity, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
2.1. NFT of users using the Solav service.
Users can sell NFTs at reasonable prices. Solav is not involved in pricing at all, and its NFTs can be offered at any price in the Secondary Market.
2.2. Redeemable NFT issued under the name of Solav
A Newly-Minted Solav NFT Token is one that is offered for sale by Solav itself. Secondary-Market is a Solav NFT token offered for sale by someone other than Solav. Buyers should be aware of the slight difference.
Solav sets the price by referring to the initial selling price of the item to the current market price when the token is first issued. A secondary market Token could be offered at any price—this is outside Solav’s control.
3.1. Fees. Creating, buying, selling, or transferring Collectibles may be subject to fees, commissions, royalties, and other charges (“Fees”) established from time to time at the sole discretion of The entity, a Collectible creator, or participants in the Ethereum ecosystem.
On the date of the initial publication of these Terms, Fees include:
3.2. "Service fees" may be adjusted from time to time at the sole discretion of The entity.
3.3. "Royalty" is set in the sole discretion of the Collectible creator and may range from 1% to 97%; in the event that a User acquires a Collectible with a 97% commission, the User will be unable to collect any proceeds of a sale of that Collectible on the Solav Platform.
3.4. “Gas” fees paid to Ethereum miners in ETH through Users’ independent wallet applications as consideration for mining the Users’ transactions.
4.1. Acceptable Uses.
The Solav Platform and other Offerings are reserved exclusively for lawful consumer entertainment, artistic purposes, and trade of goods according to each user's self-determination. (the “Permitted Uses”).
4.2. Prohibited Uses.
Users must not, directly or indirectly:
(a) employ any device, scheme or artifice to defraud, or otherwise materially mislead, any member of the Solav Community, including by impersonating or assuming any false identity;
(b) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon the Solav or any member of the Solav Community;
(c) violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy, trading policy, or other contract governing the use of any the Offerings or any relevant NFTs or Collectibles;
(d) use the Offerings by or on behalf of a competitor of the The entity or competing platform or service for the purpose of interfering with the Offerings to obtain a competitive advantage;
(e) engage or attempt to engage in or assist any hack of or attack on the Solav Apps,or any member of the Solav Community, including any “Sybil attack,” “DoS attack,” or “griefing attack” or theft of Collectibles, Tokens or funds, or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property or interfere with the Offerings;
(f) create, buy, sell or use any Collectible that infringes or in a manner infringing the copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity unless the applicable User owns or controls the rights thereto or has received all necessary consent to do the same;
(g) commit any violation of applicable laws, rules, or regulations;
(h) use the Offerings in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
(i) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
(j) publish, post, distribute or disseminate any profane, obscene, pornographic indecent or unlawful content, pictures, topic, name, material, or information;
(k) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: (i) trading a Collectible at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Collectible, unduly or improperly influencing the market price for such Collectible or establishing a price which does not reflect the true state of the market in such Collectible; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Collectible or creating or inducing a false or misleading appearance with respect to the market in a Collectible: (A) executing or causing the execution of any transaction in a Collectible which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of a Collectible with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Collectible, has been or will be entered by or for the same or different parties; or (iii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Collectible;
(l) utilize the Offerings to transact in securities, commodities futures, trading of commodities on a leveraged, margined, or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings, or other similar transactions;
(m) utilize the random posting only for the advertisement of personal products;
(n) utilize the Offerings to engage in token-based or other financings of a business, enterprise, venture, software development project or other initiatives, including ICOs, DAICOs, IEOs, “yield farming” or other token-based fundraising events; or
The foregoing matters are referred to herein as “Prohibited Uses.”
5.1. No Consequential, Incidental, or Punitive Damages. Notwithstanding anything to the contrary contained in these Terms, The entity shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty, or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not The entity has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted. In no event shall either party (Solav or Owner) be liable to the other party for lost profits, or incidental, exemplary, special, or consequential damages, even if the party has been advised of the possibility of such damages. Solav shall not be liable for any claim or demand made against Owner by any third party except to the extent such claim or demand relates to rights conferred to Owner under these Terms and Conditions.
5.2. Events outside the control of Solav’s or the Solav's Seller. Neither Solav, you, nor Solav's seller will be responsible for any failure to meet any obligation which we, you, or the seller has under these Conditions of Sale or under the Sale Particulars caused by circumstances beyond our, your or the seller’s reasonable control. This includes, but is not limited to strikes, lock-outs, fire, flood, natural disasters, war, armed conflict, terrorist attacks, and nuclear and chemical contamination.
5.3. Limitation of Liability. The entity’s liability for damages to each User shall in all cases be limited to, and under no circumstances shall exceed, The entity’s service fees actually received by The entity from such User.
5.4. Disclaimer of Representations. The Offerings are being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, The entity is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Offerings and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Offerings. User acknowledges and agrees that use of the Offerings is at the User’s own risk.
5.5. No Responsibility for Collectibles; No Guarantee of Uniqueness or IP. The entity has no responsibility for the Collectibles created or traded by Users on the Solav Platform. The entity does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created or traded by Users on the Solav Platform.
5.6. No Professional Advice or Liability. All information provided by or on behalf of The entity is for informational purposes only and should not be construed as professional, accounting, or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of The entity. Before Users make any financial, legal, or other decisions involving the Offerings, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
5.7. Limited Survival Period for Claims. Any claim or cause of action a User may have or acquire in connection with the Offerings or any of the other matters contemplated by these Terms shall survive for the shorter of, and maybe brought against The entity solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.
5.5. Third-Party Offerings and Content. References, links, or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Offerings. In addition, third parties may offer promotions related to the Offerings. The entity does not endorse or assume any responsibility for any activities of or resources, products, services, content, or promotions owned, controlled, operated, or sponsored by third parties. If Users access any such resources, products, services, or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases The entity from all liability arising from the User’s use of any such resources, products, services, or content, or participation in any such promotions. User further acknowledges and agrees that The entity shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content, or promotions from third parties.
5.9. Certain Uses and Risks of Blockchain Technologies
(a) Use of Blockchain Technology. The entity utilizes experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stable coins, “smart contracts,” consensus algorithms, voting systems, and distributed, decentralized or peer-to-peer networks or systems in performing the Offerings. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.
(b) Certain Risks of Blockchain Technologies. The technology utilized in delivering the Offerings depends on public peer-to-peer networks such as Ethereum that are not under the control or influence of The entity and are subject to many risks and uncertainties. Such technologies include the Solav System, which The entity may have limited or no ability to change, other than ceasing to support certain “smart contracts” and adding support for new “smart contracts.” Users are solely responsible for the safekeeping of the private key associated with the blockchain address used to participate in the Offerings. The entity will not be able to restore or issue any refund in respect of any Collectibles or SOL due to lost private keys. If a User is not able to spend or use a Collectible or SOL due to loss or theft of the corresponding private key or otherwise, a User will be unable to exercise their rights with respect to such Collectible or SOL.
(c) Certain Risks of Smart Contract Technology. Collectibles, SOL, and other digital assets relevant to the Solav Platform depend on the Solav System or other smart contracts deployed to Ethereum or Polygon, some of which may be coded or deployed by persons other than The entity. Once deployed to Ethereum, the code of smart contracts, including the Solav System, cannot be modified. In the event that the Solav System or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Ethereum or Polygon, Users may be exposed to a risk of total loss and forfeiture of all Collectibles, SOL and other relevant digital assets. The entity assumes no liability or responsibility for any of the foregoing matters, except as otherwise expressly provided by these Terms or required by applicable law.
(d) Asset Prices. The fiat-denominated prices and value in public markets of assets such as ETH, NFTs, Collectibles, and SOL have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any ETH, Polygon, NFT, Collectible, or SOL may decline below the price for which a User acquires such asset through the Solav Platform or on any other platform. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase or decrease dramatically at any time, resulting in a prolonged inability to access or use any ETH, POLYOGON, NFTs, Collectibles, SOL or other digital assets associated with the Solav Platform.
(e) Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Solav Platform, NFTs, Collectibles, and SOL could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.
(f) Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Ethereum, the Solav Platform, NFTs, Collectibles and SOL, including the theft, loss, or inaccessibility thereof.
(g) Fork Handling. Ethereum, Polygon, the Solav System, the NFTs, the Collectibles, and SOL may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in a backward-compatible or a backward-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. The User may not be able to anticipate, control, or influence the occurrence or outcome of forks, and does not assume any risk, liability, or obligation in connection therewith. Without limiting the generality of the foregoing, the User does not assume any responsibility to notify a User of pending, threatened, or completed forks. The User will respond to any forks as determined in its sole and absolute discretion, and shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. Without limiting the generality of the foregoing, the possible and permissible responses to a fork may include: (i) honoring the Solav System, Collectibles, NFTs, and SOL on both chains; (ii) honoring the Solav System, Collectibles, NFTs, and SOL on only one of the chains; (iii) honoring the Solav System, Collectibles, NFTs, and SOL in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by the User in its sole and absolute discretion. The User reserves the right only to allow one NFT to be associated with the relevant metadata forming the Collectible, notwithstanding that copies of such NFT may exist on both chains following a fork. A User assumes full responsibility to independently remain apprised of and informed about possible forks and to manage a User's own interests in connection therewith.
(h) Required Third-Party Software Dependencies. The Solav system and other smart contracts deployed on Ethereum can be accessed or interacted with directly via Ethereum nodes (e.g. Infura) or via a compatible Ethereum “wallet” application (e.g. web browser plugin Metamask) or Polygon. The Solav system and other smart contracts deployed on the public software utility can be accessed either directly through Polygon nodes or indirectly through compatible Polygon “wallet” applications that interact with it. Although you do not need to use the Solav app to interact with the Solav system, the Solav app provides a convenient and user-friendly way to read and display data (including collectible metadata) from the Solav system and generate compatible standard transactional messages. Solav System As the Solav platform does not provide any Ethereum wallet software or Ethereum nodes, Polygon wallet software or Polygon nodes, such software constitutes essential third-party or user dependencies, without which the Solav platform cannot be utilized, and NFTs, collectibles, SOL, and other related digital assets may not be traded or used. Additionally, the Collectible Descriptor that defines the art and text associated with the Collectible must be stored outside of Ethereum or Polygon. Collectibles created by Solav have descriptors stored in IPFS systems through IPFS nodes operated by The entity or The entity's partners, but The entity cannot guarantee the continued operation of these IPFS nodes or the data integrity and persistence of IPFS.
5.10. Legal Limitations on Disclaimers. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.
5.11. Officers, Directors, Etc. All provisions of these Terms which disclaim or limit obligations or liabilities of The entity shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders, and affiliates of The entity.
5.12. Indemnification. Each User shall defend, indemnify, compensate, reimburse and hold harmless The entity (and each of its officers, directors, members, employees, agents, and affiliates) from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Offerings; (b) User’s violation of these Terms or any other applicable policy or contract of The entity; or (c) your violation of any rights of any other person or entity.
6.1. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
6.2. Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.
These Terms and Conditions (“Agreement”) is the sole and entire Agreement between the parties relating to such subject matter and supersedes any prior agreements.
8. Copyright
8.1. It owns the copyright on all images, pictures, and documents published and produced in the name of Presale Events or Solav, and Solav.
8.2. If you use Solav and other sellers' Solav services after presale to create an NFT, all other trademarks, images, illustrations, and documentation shown in the offering, and NFT is the property of the respective owners.
Solav fees, business processes, and standard policies may evolve over time. Notifications about it are known through the Solav community channel and Solav's official website at Solav. For specifications, Solav can notify owners of significant changes that have occurred or are about to change. Notwithstanding the above, Solav shall not change its terms and conditions in a way that has a significant and negative impact on its relationship with the owner or that is detrimental to the value of the token set forth herein (unless required by a change of jurisdiction, permanent law or regulatory environment).
These Terms and Conditions apply to any owner of the Solav Token, whether it was purchased as a newly-issued Token, or a secondary-market Token. The owner of the Token accepts these Terms and Conditions at the time the title to the Token has received a process governed by transfer as recorded in the Ethereum blockchain or Polygon blockchain.
If a court finds any provision of these Terms and Conditions invalid or unenforceable, the provision will be restated to best carry out the parties’ intent.