Terms of Use

Introduction

Hello, and welcome to Sandmilk® (“Sandmilk” “we,” “us,” “our”), owned and operated by Safee Cyber Technologies Ltd. Sandmilk provides a technology platform through which digital assets in the form of Non-Fungible Tokens (each and “NFT”) and any associated physical items (“Physical Items”) can be offered, exchanged, sold and purchased (the “Platform”).
An “Asset” as defined in these Terms is an Ethereum-based token complying with the “non-fungible” ERC-1155 standard, or other similar Multi-Token Standard, intended to be an NFT identified by a unique ID, thus allowing the representation of ownership over digital assets.
The Platform, including all associated features and functionalities, websites, progressive web applications, mobile applications, and user interfaces, and all content and software associated with the Platform, and as well as other products and services that may be developed by Sandmilk from time to time and all uses thereof (collectively, the “Services”) are governed by these Terms of Use (the “Terms”).
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU ACCESS OR START TO USE ANY OF THE SERVICES. BY ACCESSING OR USING ANY OF THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE TO THESE TERMS AND OUR PRIVACY POLICY, FOUND AT PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. THESE TERMS, TOGETHER WITH OUR PRIVACY POLICY, FORM A LEGAL AGREEMENT BETWEEN YOU AND SANDMILK RELATING TO YOUR USE OF THE SERVICES.
YOUR USE OF THE PLATFORM REQUIRES THAT YOU ACCEPT THESE TERMS, WHICH INCLUDE PROVISIONS, AMONG OTHERS, REGARDING SELLING AND BUYING ITEMS, SELLER’S REPRESENTATIONS AND WARRANTIES RESPECTING ITEMS, BUYER’S OBLIGATIONS, LIMITATIONS OF LIABILITY, DISPUTE RESOLUTION AND JURISDICTION FOR ANY CLAIMS, AND FUTURE CHANGES TO THESE TERMS,. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, ACCEPT THESE TERMS, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT USE THE PLATFORM OR OUR SERVICES.
In order to use the Services, you must be 18 years of age or older and have the power to enter into a binding contract with us through these Terms and not be barred from doing so under any applicable laws. By accessing or using the Platform and Services, you represent and warrant that you meet all of the foregoing eligibility requirements.

Changes to the Terms

Occasionally we may make changes to these Terms and the below additional Auction Terms in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, when we make material changes to these Terms or the additional Auction Terms we'll provide you with notice as appropriate under the circumstances, e.g., by displaying a notice within the Service or by sending you an email if you already have an account with us.
Your continued use of the Services following the posting of revised Terms or Auction Terms means that you accept and agree to the changes. You are expected to check this page every time you use the Services so you are aware of any changes, as they are binding on you. You will also be required to accept the current Terms existing at the time you engage in any transaction using the Services.

Using & Enjoying Sandmilk

The Services offered by Sandmilk include:
  • Access and use of the Services;
  • Minting NFTs (Assets);
  • or
  • Buying, selling, transferring, offering for sale, or receiving Assets;

Accessing and Using the Sandmilk Services

To access and use the Services you will be asked to register and create a Sandmilk user account (“Account”). During your sign-up process you will be required to accept these Terms ,which you will be required to review and accept before creating your Account. You may include in your Account setup, without limitation, your legal name, email address, billing address, username, password, telephone and mobile numbers, your picture, and your optional Facebook and Google login credentials. Pieces of information, which shall be indicated as mandatory fields in the Account registration process, are required in order for us to provide you with the Services. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. If any of your Account information changes, you must promptly update your Account profile. You are solely responsible for the accuracy of all your Account information. SANDMILK HAS NO RESPONSIBILITY AND SHALL HAVE NO LIABILITY FOR ANY ACCOUNT INFORMATION THAT IS NOT ACCURATE AND TRUTHFUL.
Your user name, password, or any other information or protocols used by us as part of our security procedures, must be treated by you as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of the Services using your user name, password, or other Account security information. You agree that in order to enhance your Account’s security, electronic authentication (by multi-factor authentication) linked to your mobile phone through a third-party authenticator shall be utilized in order for you to access your Account. You agree to notify us immediately of any unauthorized access to or use of your Account or any other breach of security you become aware of.
YOU ARE SOLELY RESPONSIBLE FOR ALL MATTERS RELATING TO YOUR ACCOUNT AND PAYING FOR PURCHASES OF ASSETS, INCLUDING WITHOUT LIMITATION YOUR BLOCKCHAIN ACCOUNTS OR LINKED ADDRESSES, BANK ACCOUNT(S), AND CREDIT CARD(S), AND FOR ENSURING THAT ALL USES BY YOU THEREOF COMPLY FULLY WITH THESE TERMS AND ANY APPLICABLE LAWS AND REGULATIONS.
We have the right to disable your account and any associated user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms. We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request, as further set forth in our Privacy Policy, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.
We reserve the right to cease providing or amend the Services or any part thereof, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to or usage of some parts of the Services, or the entire Services, to users, including registered users.
We may from time to time remove certain Assets from the Platform, or restrict the creation of Assets in our sole and absolute discretion, including in connection with any belief by us that such Asset violates these Terms or applicable law. We do not commit and shall not be liable for any failure to support, display, or offer, or continue to support, display or offer, any Asset through our Platform and Services.

Assets and Related Disclaimers

Each Asset may contain certain properties, including the name and description of the Asset, an identifying image associated with the Asset, and potentially other metadata associated with the Asset (collectively, the “Asset ID”). Each Asset may also include certain terms pertaining to its price when so traded, bought, sold, transferred, offered or received (the “Asset Price”), its license governing the Asset’s use, terms and conditions (the “Asset License”) and content visible only upon the occurrence of the Asset’s purchase and/or transfer (the “Asset Content”). The Asset ID, Asset Price and Asset Content are referred to collectively as the “Asset Characteristics”.
Sandmilk provides no guarantee or assurance of the uniqueness, originality, accuracy, genuineness or quality of any Asset, Asset Characteristic, or Physical Item. In the absence of an express legal agreement between the creator of an Asset and purchasers of the Asset, there cannot be any guarantee or assurance that the purchase or possession of an Asset confers any license to or ownership of the Asset ID or other intellectual property associated with the Asset or any other right or entitlement, notwithstanding that you may rightfully own or possess the Asset.
ALL BUYERS BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS PURCHASED THROUGH OUR SERVICES AND WE MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS MADE AVAILABLE THROUGH OUR SERVICES.
FOR THE AVOIDANCE OF DOUBT, SANDMILK DOES NOT SELL, AND BUYERS DO NOT ACQUIRE, ANY OWNERSHIP RIGHTS TO, OR ANY COPYRIGHTS IN, THE ASSETS OR PHYSICAL ITEMS UNLESS EXPRESSLY CONVEYED BY A SELLER WHO OWNS SUCH COPYRIGHTS. SANDMILK IS ONLY FACILITATING THE SALE OF OWNERSHIP RIGHTS TO THE ASSETS AND ANY PHYSICAL ITEMS.

Assets - Creation

You may post, upload, and/or contribute (“Post”) digital assets to the Service for the creation, buying, selling and transferring of Assets that are supported by us. You may choose to provide certain descriptors, properties, metadata and other information, terms and conditions constituting the Asset Characteristics.
We shall have the right, but not the obligation, to monitor the content of your Posts and Assets, to determine compliance with these Terms and any operating rules established by us, and to satisfy any law, regulation or authorized government request. Without limiting the foregoing, we shall have the right to remove any material that we, in our sole discretion, find to be in violation of these Terms.

Assets – Price and License

As a Seller, you may determine the Asset Price and Asset License when posting Assets to the Service. The Asset Price may be fixed at (i) a specific amount; (ii) no amount at all; or (iii) not for sale. The Asset License describes the amount of times the Asset can be purchased and/or transferred, ranging from an unlimited amount of times to a single transfer or use. The license given by the creator of an Asset to the buyers shall not provide the buyer with the right to alter or use the Asset for any other purpose (e.g., receive a physical copy, use for website content, design purposes, etc.). Buyers may also download the original Asset file and locked content files (if provided by Seller).

Physical Items

You may offer Physical Items for sale on the Platform and through our Services, provided such Physical Items are directly associated with an Asset being offered for sale simultaneously as a package. For example, you may have an Asset created consisting of a unique NFT that is associated with a digital file relating to a physical item such as an original underlying work of art, a physical photographic print, or other original collectable item.
Sellers are solely responsible for arranging for shipping to a successful Buyer and paying all associated shipping costs. Sellers should factor into their pricing of Assets all estimated shipping costs. Sellers may limit Buyers to specific geographic areas by including any such limitation in the Asset Description. Sellers must ship Physical Items to Buyers within thirty (30) days from the time Sellers receive from Sandmilk confirmation of a sale and the Buyer’s shipping address. Sellers are encouraged to ship as soon as possible after receiving the foregoing confirmations. Buyers of Physical Items must provide Sandmilk with valid shipping addresses and contact information.
A Physical Item may not be offered for sale through the Platform unless (i) an associated Asset is simultaneously offered for sale along with such Physical Item, and (ii) at least one clear and accurate image of the Physical Item is posted in the Asset Details relating to the Asset being sold. Sellers may also list in the Asset Details a description of the Physical Item and its overall condition. Certain digital file upload size limits may apply.
Any posted photos, videos and illustrations of Physical Items are for identification purposes only and cannot be used as precise indications of size or convey full information as to the condition of a Physical Item. Where colors are displayed for Physical Items, the colors you see will, however, depend on the resolution of your monitor or of your mobile device, and the quality of the media and video technology of your own devices. We cannot guarantee that the colors displayed on your monitors or mobile devices will reflect accurately the colors of the Physical Items depicted.
IF YOU ARE THE SELLER OF A PHYSICAL ITEM, YOU EXPRESSLY WARRANT AND REPRESENT TO BOTH SANDMILK AND BUYERS THAT (A) THE PHYSICAL ITEM IS ORIGINAL; (B) THE DESCRIBED IDENTIFICATION AND CONDITION OF THE PHYSICAL ITEM IS CORRECT IN ALL RESPECTS; (C) YOU OWN GOOD AND MARKETABLE TITLE TO THE PHYSICAL ITEM, FREE AND CLEAR OF ANY LIENS, ENCUMBRANCES, AND THIRD PARTY CLAIMS; AND (D) THE PHYSICAL ITEM DOES NOT VIOLATE OR INFRINGE THE INTELLECTUAL PROPERTY OR OWNERSHIP RIGHTS OF ANY PERSON OR ENTITY.
SANDMILK EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR PHYSICAL ITEMS, INCLUDING WITHOUT LIMITATION THEIR PROVENANCE, CONDITION, AUTHENTICITY, TITLE AND OWNERSHIP.

Acceptable & Prohibited Uses of The Services

The Services are reserved only for lawful purposes. You represent and warrant that you have the full right and authority to use the Services and to be bound by these Terms. You agree that you will fully comply with these Terms and all applicable domestic and international laws, regulations, statutes and ordinances that govern your use of such Services. You also agree to comply with all applicable laws and regulations affecting the transmission of content and/or the privacy of persons.
All users of our Services must comply with our Community Standards, which are incorporated into these Terms.
You undertake that you shall not defraud, or attempt to defraud, us or other users, and that you shall not act in bad faith in your use of the Services. If we determine that you do act in bad faith and/or in violation of these Terms or applicable laws and regulations, or if we determine that your actions fall outside of reasonable community standards, we may, at our sole discretion, terminate your Account and prohibit you from using the Services. You agree that your use of the Services shall be lawful and that you will comply with the usage rules in this Section. In furtherance of the foregoing, and as an example and without limitation, you agree that you shall not:
  • Create an Account with or access the Services if you are barred from receiving the Services under the provisions of these Terms or any applicable law;
  • Promote, host, upload, post, transmit or display or otherwise disseminate any obscene or pornographic material, hate speech, highly inflammatory subject matter (as determined by us), defamatory, libelous, gambling related, discriminatory, deceptive, abusive or otherwise offensive content;
  • Use or apply in connection with the Services any spyware, adware, malware, or other malicious programs or code;
  • Engage in any illegal activities, or offer for sale or promote any illegal Asset or Physical Item;
  • Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, invasion of privacy, identity theft, hacking, or cracking;
  • Post, offer for sale or promote any Asset, Physical Item or other materials or content that infringe any copyrights, trademarks, publicity rights, privacy rights, patents, trade secrets or other intellectual property rights, or otherwise act in any manner that infringes any rights of any party, or assist or encourage others to infringe or violate any of the foregoing rights;
  • Engage in activities that violate the Privacy Policy;
  • Violate any applicable laws or regulations;
  • Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically, sexually, or in any other manner;
  • Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify or alter any part of the Services or attempt to do any of the foregoing;
  • Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, malware, or any other software or programs that may damage the operation of the Services or the computers or devices of other users of the Services;
  • Advertise, solicit or transmit any commercial advertisements, including chain letters, junk email or repetitive messages (spim or spam) to anyone.
  • Create false personas, multiple identities, multiple Accounts, set up an Account on behalf of someone other than yourself, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of Use of any third-party applications or social networks through which the Services are accessed;
  • Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information;
  • Encourage any third party to: (1) directly or indirectly generate usage, queries, impressions, or clicks through any automated, deceptive, fraudulent or other invalid means; (2) edit or modify any tag, or remove, obscure or minimize any tag in any way; or (3) engage in any action or practice that reflects poorly on Sandmilk or otherwise disparages or devalues our reputation or goodwill;
  • Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities;
  • Engage in any fraudulent activity, including without limitation with respect to payments or payment methods;

Fees, Commissions, Taxes and Charges

When creating, buying, selling or transferring Assets, in addition to the purchase price of the Asset with or without a related Physical Asset (the “Purchase Price”), you may be subject to certain fees, commissions, royalties, taxes, and other charges (collectively, “Fees”) determined by us or required to be collected by us or our payment processor under applicable law, determined by the Asset creator (seller), or set by the Ethereum cryptocurrency market. Such Fees include the Asset Price as determined by the Asset creator or current owner; service fees payable to Sandmilk (composed of storage fee, transfer fees, encryption fee, our commission, etc.); and any then applicable “gas” fees (fees reflecting the computational effort of your transaction) and other related expenses. Upon creation of an Asset or upon purchasing an Asset, an estimated Fee shall be provided to the user which may be adjusted due, in part, to the timeframes in which the Asset was created and the volatility of the Ethereum cryptocurrency market. Fees established by Sandmilk, including without limitation for use of the Services, may be adjusted by us from time to time in our sole discretion. Commissions are set in the sole discretion of the Asset creator.
Unlike many competitors our users don't require a block-chain wallet and can create, sell and purchase assets using their credit cards or other similar means of payment. Unlike many competitors, our users are not required to own a block-chain wallet and can create, sell and purchase assets using their credit cards.
All purchases of Assets are subject to the approval of the order, successful blockchain validation, and validation of the means of payment by the credit card company or secure payment processor used by Sandmilk.
We will use the payment details provided by you solely for the purposes for which they are supplied. Sandmilk does not receive or process any credit card data. Please see our Privacy Policy for further information about our data security and retention policies, and the measures we take to protect your confidential and private data.
ALL TRANSACTIONS ARE FINAL. ALL FEES RELATING TO ASSETS, CREATION OF ASSETS, PHYSICAL ITEMS AND USE OF THE SERVICES ARE NON-REFUNDABLE EXCEPT AT OUR SOLE DISCRETION ON A CASE BY CASE BASIS (FOR FEES WITHIN OUR CONTROL) OR AT THE DISCRETION OF ANY APPLICABLE THIRD PARTIES THAT PROVIDE PAYMENT PROCESSING OR OTHER SERVICES IN ACCORDANCE WITH THEIR OWN POLICIES.
UPON A PURCHASE TAKING PLACE OF AN ASSET WITH A PHYSICAL ITEM, SANDMILK WILL PROVIDE THE SELLER WITH THE SUCCESSFUL BUYER’S NAME AND BILLING MAILING ADDRESS, AND YOU AS A BUYER EXPRESSLY CONSENT TO SUCH DISCLOSURE.

Resale Royalties

In addition to the Purchase Price and Fees, an Asset may be subject to resale royalties on any subsequent resales of the Asset based on the terms of the underlying “smart contract.” A “smart contract” is the applicable blockchain-based contract governing the programming and terms of the NFT Asset (“Smart Contract”). On any subsequent resale of the Asset, the successful bidder and buyer of the Asset may be obligated on Seller’s behalf to collect and remit to Seller resale royalties as applicable equal to a percentage of the sale price of the Asset. Such percentage shall be identified in the Smart Contract and on the Asset lot’s page on the Platform. Other resale royalties and transaction duties imposed by law may also apply in relation to such resales.

Smart Contracts

Sandmilk will provide to prospective buyers of an Asset a link to the applicable blockchain-based Smart Contract governing the programming and terms of the Asset. You acknowledge and agree that you are solely responsible for reviewing and inspecting the Smart Contract prior to purchase of any Asset and that, by purchasing or bidding on the Asset, you agree to the terms and conditions set forth in the Smart Contract. You further acknowledge and agree that Sandmilk’s staff are neither information technology nor data experts and that, by bidding on the Asset, you accept the risk that NFTs and Smart Contracts generally are subject to inherent technological risks, which may affect their performance now or in the future, as further set forth below.
Sandmilk makes no representations or warranties in relation to the condition, performance, security, quality, representations and warranties, or terms of an Asset or any Smart Contract.
Sandmilk shall not be involved in or responsible in any way for the operation and execution of any Smart Contract or the transactions or arrangements regarding any subsequent transfer of ownership of Assets.

Delivery to Buyer, Buyer’s Consent to Disclosure

Sandmilk will not transfer an Asset or associated Physical Asset to you as the Buyer until we have received complete payment of the Purchase Price and any Fees in cleared funds, you have paid all outstanding Fees due to Sandmilk, and you have satisfied such other terms as we in our sole discretion shall require, including completing any anti-money laundering or anti-terrorism financing checks.
To transfer title to you of the Asset, we or the seller will transfer the Asset to the Sandmilk account that you have specified, after you have met the payment and other conditions in these Terms. You agree that we may require you to follow a security protocol to ensure that the Asset is safely received by you.. A Buyer may thereafter transfer a purchased Asset out of their Sandmilk account to Buyer’s digital wallet using Sandmilk’s export process.
You understand and agree that failure to comply with the conditions in this Section 10 may result in a failure to access the Asset.
You understand and acknowledge as a Buyer that not all digital wallets support storage of, or are compatible with an NFT, and that in order to export a purchased Asset, you must hold title to a digital wallet that supports storage of, or is compatible with, the subject Asset Description, and you must provide Sandmilk with the correct digital wallet information for us to export the Asset to you.
Recording the transfer of the Asset on the blockchain will evidence the execution of the Smart Contract between the Seller and the Buyer, and such operation and execution of the Smart Contract (including transfer of the Asset to the Buyer) shall constitute a settlement for the Asset, such that all risk will transfer to you as Buyer immediately upon Sandmilk’s transfer of title of the Asset to you in accordance with these provisions.
If you export an Asset out of your Sandmilk account, you are solely responsible for secure storage of the Asset in the wallet or other storage mechanism that you use to receive and hold the Asset; you acknowledge and agree that you are solely responsible for any risk associated with the Asset such as, but not limited to, risk of loss or damage, transferring, creating, providing proper maintenance including, without limitation, holding, hosting, securing, storing, or using NFTs or a digital wallet, and Sandmilk will not be responsible for any such risks or losses.
BUYERS OF PHYSICAL ITEMS CONSENT TO SANDMILK PROVIDING THEIR NAMES AND SHIPPING ADDRESSES TO THE SELLERS OF SUCH PHYSICAL ITEMS. THIS INFORMATION MAY BE USED BY SELLERS IN THE EVENT A BUYER FAILS OR REFUSES TO CONCLUDE OR PAY FOR A PURCHASE OR SUCCESSFUL AUCTION BID.
Additional terms governing auction sales of Assets and Physical Items are set forth below.

User License

Subject to your acceptance of and compliance with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sub-licensable, revocable, limited scope license to use the Services. Use of the Services shall be solely for your own, private purposes and for no other purpose whatsoever. You may not make use of the Services as an agent for any other person or as a service bureau, or otherwise benefit from managing or uploading any content on behalf of any other users. You hereby acknowledge that your license to use the Services is limited by these Terms and that if you violate these Terms, your license to use the Services shall immediately terminate, you shall immediately refrain from using the Services, and your access to the Services will be terminated by us. If the Services or any part thereof is determined to be illegal under the laws of the country in which you are situated, you shall not be granted any license to use the Services, and must refrain from using the Services.

User Content

You agree that any content or materials published or uploaded by you through the Services including without limitation any Asset, Physical Item, digital images or content, data, text, graphics, photographs, videos, voice and/or sounds and/or background recordings of sounds or any other content, and their selection and arrangement (the “User Content”), is done so through the use of technology and tools provided by us. You agree that you are publishing such User Content willingly and you represent that you own legal title to such User Content or have received the necessary authorizations or licenses from third parties (and to the extent required, you shall provide us with model release for our review and approval), that you have all rights to publish and transact said content and that publishing of the User Content by you complies with all applicable laws.
We do not claim ownership of any User Content. However, by sending, posting and/or creating User Content and/or using the Services you automatically grant us a non-exclusive, royalty-free, perpetual license of all worldwide rights to use, edit, modify, include, incorporate, adapt, record and reproduce, publish and make commercial use of such User Content, including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created for the purposes set forth in the Services and these Terms, including for the avoidance of doubt commercial, non-commercial and/or promotional use by us associating such User Content with your user information, user name and/or profile picture. We may retain any raw material that you submit or make available through third parties, and make internal or external use of such material. You may request that we delete and make no further use of such material by contacting us at: support@sandmilk.com
WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THE ACCURACY, QUALITY, OR INTEGRITY OF ANY USER CONTENT POSTED VIA THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT YOU MAY BE EXPOSED TO MATERIALS YOU FIND OFFENSIVE OR OBJECTIONABLE. YOU AGREE THAT WE WILL NOT UNDER ANY CIRCUMSTANCES BE RESPONSIBLE OR LIABLE FOR ANY USER CONTENT, INCLUDING, BUT NOT LIMITED TO, ERRORS IN ANY USER CONTENT, R ANY LOSS OR DAMAGE INCURRED BY YOUR USE OF THE USER CONTENT, OR FOR ANY FAILURE OR DELAY IN REMOVING USER CONTENT.
We reserve the right in our sole discretion (but shall at no time be obligated) to remove, block, edit, move, disable or permanently delete User Content from the Services with or without notice for any reason whatsoever. This includes without limitation our right to blur any User Content that we deem to be pornographic or which depicts violence, harm to others, or harm to self. You hereby agree that, to the maximum extent permitted by applicable law, we shall at no time be responsible or held liable for the removal, blurring, modification or blocking of any User Content or other material that violates our Community Standards and shall at no time be obligated to effect such removal, blurring, modification or blocking unless required by applicable law.
If you believe that your intellectual property rights have been infringed by any User Content or other materials posted on the Platform or offered through the Services, please notify us promptly at support@sandmilk.com. For submitting claims based on copyright infringement, please follow the instructions in Section 13 on DMCA notifications. For us to respond to trademark infringement and other non-copyright claims, you must provide the following information:
  • a physical or electronic signature of the non-copyright intellectual property owner or of a person authorized to act on behalf of the owner;
  • a clear identification of the intellectual property that is claimed to be infringed, including any trademark registration number;
  • identification of the online material that is claimed to be infringing, including, if possible, a URL representing a link to the material on the Platform;
  • information sufficient to permit us to contact the complainant, such as an email address, postal address, and/or telephone number;
  • a statement that the complainant has a good-faith belief that the relevant material is being used in a way that is not authorized by the intellectual property right owner, its or their agent, or otherwise under the law; and
  • a statement, made under penalty of perjury, that the above information is accurate, and the complainant is the owner of the subject intellectual property right or is authorized to act on behalf of such owner.

DMCA Notices for Claims of Copyright Infringement:

a. Takedown requests

We shall respond expeditiously to notices of alleged copyright infringement received by us under the United States Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, to remove, or disable access to, material that is claimed to be infringing or to be the subject of infringing activity. If you believe that your copyright rights have been infringed, please notify us immediately through our designated DMCA agent listed below and registered with the U.S. Copyright Office. For us to respond, the DMCA notice must provide the following information: (i) a physical or electronic signature of the copyright owner or of a person authorized to act on behalf of the copyright owner; (ii) a clear identification of the copyrighted work that is claimed to be infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the online 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, including, if possible, a URL representing a link to the material on our website; (iv) information sufficient to permit us to contact the complainant, such as email address, physical address, and/or telephone number; (v) a statement that the complainant has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the above information is accurate, and the complainant is the copyright owner or is authorized to act on behalf of the copyright owner or the owner of an exclusive right that is allegedly infringed.

b. Submission of Takedown requests

You may submit takedown requests using the following contact information: Copyright Agent Safee Cyber Technologies Ltd. d/b/a Sandmilk 11 Bar Hoffman, Tel Aviv, 6811921 Israel Phone: +17207990766 Email: dmca@sandmilk.com

c. DMCA Counter-Notices

Sandmilk takes reasonable steps promptly to notify any subscriber that Sandmilk has removed or disabled access to material posted by the subscriber in accordance with the DMCA. If you believe that your material has been removed by mistake or misidentification, you may provide us with a written counter-notification through the above DMCA contact, containing the following information: (i) your name, address, telephone number, and (if available) email address; (ii) identification of the material that has been removed or to which access has been disabled, and the location (URL) at which the material appeared in the Offerings before it was removed or access to it was disabled; (iii) the following statement made under penalty of perjury: “I have a good-faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled”; (iv) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any jurisdiction in which the service provider (Sandmilk) may be found, and that you will accept service of process from the person (or their agent) who filed the original DMCA notice; and (v) your electronic or physical signature. Upon receipt of a valid counter-notification, we will promptly forward it to the party who submitted the original DMCA notification and advise that original party that we will replace the removed material or cease disabling access to it in 10 business days. The original party (or their representative) will then have ten (10) business days to notify us that a legal action has been filed seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our system or network. If we do not receive any such response notification within 10 business days, we shall replace the removed material and/or cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter-notice.

d. Repeat Infringers

We reserve the right to terminate the accounts or block usage of any person or entity who is a repeat infringer or who is repeatedly charged with infringement
Additionally, to the extent required by law or under these Terms, we may permanently delete from Sandmilk and the blockchain certain Assets, the creation of, or use of which, violate any applicable laws or otherwise violate these Terms.

Intellectual Property Ownership

Sandmilk and/or its affiliates retain all ownership and intellectual property rights in the Services, inclusive of all underlying computer code and algorithms, APIs, and all materials and content posted on the Platform apart from User Content (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, “Service Materials”). The Service Materials are protected by applicable copyright, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce, frame, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to these Terms, or otherwise exploit any of the Service Materials without our explicit, prior written consent. The foregoing shall not apply to your own User Content that you post through the Services in accordance with these Terms. All other uses of copyrighted or trademark material, including any derivative uses, require explicit, prior written consent from us which we may refuse for any or no reason. Any reproduction or redistribution of Service Materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your Account as well as any applicable civil and criminal penalties. Without limiting the generality of the forgoing, the use of automated systems or software to extract data from the Platform or our Services for commercial purposes (scrapping), is strictly prohibited.
We and/or our licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Service Materials. You hereby acknowledge that you do not acquire any ownership or intellectual property rights by using the Services or by accessing any of the Service Materials, or rights to any derivative works thereof.
SANDMILK® is a registered trademark and service mark owned by Safee Cyber Technologies Ltd. All uses of the SANDMILK mark inure to our exclusive benefit.
You are not required to provide us with any feedback or suggestions regarding the Services or any Service Materials. However, should you provide us with comments or suggestions for the modification, correction, improvement or enhancement of the Services and/or any Service Materials, then, subject to the terms and conditions of these Terms, you hereby grant us a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner we choose and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of our and our sublicense products and content embodying such comments or suggestions in any manner and via any media we choose, but without reference to the source of such comments or suggestions.

Your Representations and Warranties

Without derogating from anything in these Terms, you hereby represent and warrant to us that the following statements and information are accurate and complete at all applicable times. In the event such statement or information becomes untrue or inaccurate as to you, you shall immediately cease accessing and using the Services, and we shall have the right to immediate terminate your account with us and access to the Services.

(A) Legal Competence

You warrant and represent that you are at least 18 years of age, of sound mind, and legally competent under your applicable national and local laws to use the Services and accept these Terms as a legally binding agreement.

(B) International Sanctions and Prohibited Transactions, Buyers and Sellers

You warrant and represent that you are not, and are not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, such as the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of your home country. You are not, and not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in any country or jurisdiction against which the U.S. currently maintains economic sanctions or an arms embargo. All payments you make for Purchase Prices and Fees, and any other funds or cryptocurrency you use in connection with the Services or to acquire Assets, are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any laws or regulations.

(C) Ownership and Intellectual Property

You warrant and represent that the offering for sale, sale, display and marketing of Assets and Physical Items using the Services will not violate or infringe the intellectual property rights (including copyrights, trademarks, trade dress, design rights, moral rights, utility and design patents, rights of publicity or trade secrets), privacy rights, or ownership rights of any person or entity.

(D) Knowledge and Non-Reliance

You warrant and represent that you are knowledgeable, experienced and sophisticated in using and evaluating block-chain and related technologies and assets, including Ethereum, NFTs, Assets and Smart Contracts. You have conducted your own thorough independent investigation and analysis of the Platform, Services and the other matters contemplated by these Terms, and have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of us in connection therewith, except as expressly set forth by us in these Terms.

No Ownership or Interest

You understand and agree that your purchase, sale, holding, receipt and/or use of Assets does not:
  • represent or constitute a loan or a contribution of capital to, or other investment in Sandmilk or any business or venture;
  • provide you with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in Sandmilk or any other business or venture; and
  • create, imply or entitle you to the benefits of any fiduciary or other agency relationship between Sandmilk or any of its directors, officers, employees, agents or affiliates, on the one hand, and you, on the other hand. You are not entering into these Terms or buying, selling, holding, receiving or using Assets for the purpose of making an investment with respect to Sandmilk or its securities, but solely wish to use the Services for its intended purposes. We will not accept or take custody over any of your Assets, cryptocurrencies or other assets, and we have no responsibility or control over the foregoing.

Account Termination

Without limiting any other provisions of these Terms, we may refuse access to the Services, or any part thereof, or may terminate your Account without notice or subject to providing a notice as may be required by law, for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of your Account, or illegal or improper use of the Services, User Content, products, or our intellectual property, as determined by us at our sole discretion. As a result of the Account termination, you may lose User Content available through the Services without any responsibility or liability on behalf of Sandmilk for any damage or loss that may result from the foregoing. If you have more than one Account, we may terminate all your Accounts.
You acknowledge that, subject to any specific notice requirements under applicable law, we are not required to provide you notice before suspending or terminating your Account unless expressly stated herein. In the event that we terminate your Account, you may not participate nor make use of the Services again without our express consent, if any. Sandmilk reserves the right to refuse to keep or create Accounts and provide access to the Services for any individual. If you believe that any action has been taken against your Account in error, please contact us at: support@sandmilk.com.
You may request us to suspend or terminate your Account, at any time, by notifying us at: support@sandmilk.com. Suspension at your request will be immediate upon us receiving your notice and confirming it is from you for security purposes, and shall last for a period of up to 14 days, which we may extend in our sole discretion; and termination at your request will take effect as soon as reasonably possible after we receive your request for termination, subject to confirmation that such notice is from you for security purposes.

Disclaimer of Warranties; Limitations of Liability

WARRANTY DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. ALL SERVICES ARE OFFERED AND USED AS-IS. TO THE FULLEST EXTENT PERMITTED BY LAW, SANDMILK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND PLATFORM AND YOUR USE THEREOF, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USEFULNESS, AUTHORITY, ACCURACY, COMPLETENESS, AND TIMELINESS. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT POSTED ON THE PLATFORM OR USED WITH THE SERVICES, INCLUDING WITHOUT LIMITATION, THE ASSETS, ASSET CHARACTERISTICS, USER CONTENT AND PHYSICAL ITEMS. ALL ASSETS AND PHYSICAL ITEMS ARE DISPLAYED, OFFERED, PROVIDED AND SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR OWN RISK.
WE DO NOT GUARANTEE THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. THE FUNCTIONALITY OF THE SERVICES MAY ALSO BE AFFECTED BY YOUR OWN INTERNET CONNECTIONS AND SPEED, WIFI AND ETHERNET CONNECTIONS, AND THE TYPE OF COMPUTING DEVICE AND HARDWARE THAT YOU USE, FOR WHICH YOU ARE SOLELY RESPONSIBLE.

NO CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY , 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, AND LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF, CONCERNING OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR MOBILE DEVICES OR LOSS OF ANY DATA OR OTHER CONTENT RESULTING THEREFROM.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SANDMILK’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF, CONCERNING, OR IN ANY WAY RELATED TO THESE TERMS, YOUR USE OF THE SERVICES AND PLATFORM, USER CONTENT, ASSETS, OR PHYSICAL ASSETS, EXCEED THE GREATER OF (A) $100 OR (B) THE SERVICE FEES ACTUALLY RECEIVED BY SANDMILK FROM YOU. THE FOREGOING LIMITATIONS MAY NOT APPLY IN CERTAIN U.S. STATES TO CLAIMS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

NO RESPONSIBILITY FOR ASSETS OR PHYSICAL ITEMS

We have no responsibility for the Assets created, traded or sold using the Services. We also have no responsibility for Physical Items traded or sold using the Services. We do not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Asset created, traded or sold using the Services or for the authenticity, provenance and condition of any Physical Items.

NO PROFESSIONAL ADVICE OR LIABILITY

All information provided by or on behalf of us is for informational purposes only and should not be construed as professional, accounting, legal or investment advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms, on the Platform or as part of the Services, or provided by or on behalf of us. Before you make any financial, legal, purchase, investment, or other decisions involving the Services and/or Assets/Physical Items, you should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

THIRD-PARTY OFFERINGS AND CONTENT

We do 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 you access any such resources, products, services or content, or participate in any such promotions, you do so solely at your own risk. You hereby expressly waive and release us from all liability arising from your use of any such resources, products, services or content, or your participation in any such promotions or communications. We 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.

LEGAL LIMITATIONS ON DISCLAIMERS

Some jurisdictions do not allow for 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 you. The disclaimers and limitations of liability provided in these Terms shall apply to the fullest extent permitted by applicable law.

Indemnification

You shall defend, indemnify, compensate, reimburse and hold harmless Sandmilk (and each of its officers, directors, members, employees, agents and affiliates) from any third party claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees and experts’ fees, and further including Sandmilk’s costs and legal fees incurred in enforcing these indemnification provisions, arising out of, concerning, or relating to (a) your use of, or your conduct in connection with, the Services and Platform; (b) the breach of any of your representations, warranties or covenants set forth in these Terms; (c) your violation of any other provision of these Terms or any applicable policies of or other contracts of Sandmilk; (d) any third party claim that an Asset, Physical Item or other User Content infringes or violates such third party’s intellectual property rights, rights of publicity, personal privacy rights, or ownership rights; (e) your violation of any other rights of any other person or entity; and (f) your violation of any laws and regulations.

Certain Uses and Risks of Blockchain Technology

The use of block-chain technology may utilize experimental cryptographic technologies and other technologies, including NFTS, cryptocurrencies, stablecoins, Smart Contracts, consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in your use of the Services. You acknowledge and agree that such technologies are novel, experimental, and speculative, and that there is significant uncertainty regarding the operation, effects and risks thereof and the application of existing laws thereto.
YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF THE PRIVATE KEY ASSOCIATED WITH THE BLOCKCHAIN ADDRESS USED TO PARTICIPATE IN THE SERVICES. WE WILL NOT BE ABLE TO RESTORE OR ISSUE ANY REFUND IN RESPECT OF ANY ASSETS DUE TO LOST PRIVATE KEYS. IF YOU ARE NOT ABLE TO EXPLOIT, RECEIVE, TRANSFER OR USE AN ASSET DUE TO LOSS OR THEFT OF THE CORRESPONDING PRIVATE KEY OR OTHERWISE, YOU WILL BE UNABLE TO EXERCISE THE RIGHTS ASSOCIATED WITH SUCH ASSET. FURTHER, YOU MAY BE EXPOSED TO A RISK OF TOTAL LOSS AND FORFEITURE OF ALL ASSETS IN THE EVENT, INTER ALIA, THAT THE SERVICES OR 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. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY OF THE FOREGOING MATTERS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY THESE TERMS OR REQUIRED BY APPLICABLE LAW.
SANDMILK HAS NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE TRANSACTIONS RECORDED OR DISPLAYED IN THE BLOCKCHAIN IN RELATION TO AN ASSET. SANDMILK DOES NOT UNDERTAKE ANY DETAILED TECHNICAL ANALYSIS OF INFORMATION RELATING TO AN ASSET AND THE BLOCKCHAIN ON WHICH IT RESIDES AND DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF SUCH TECHNICAL INFORMATION.

Volatility of Asset Prices

The fiat-denominated prices and value in public markets of assets such as Ethereum and NFTs have been historically subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, block-chain-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 block-chain assets. The market value of any ETH, NFT or Asset may decline below the price for which you acquired such asset using our Services or on any other platform. You acknowledge and agree 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 prolonged inability to access or use any ETH, NFTs, or Assets or other digital assets associated with the Services.

Regulatory Uncertainty

Block-chain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Services and Assets could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit your ability to continue the use and enjoyment of such assets and technologies.

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 Services, NFTs, and Assets, including the theft, loss or inaccessibility thereof.

All Sales Final/No Refunds

No refunds of any Purchase Prices or Fees, or returns, are permitted on any purchase, transaction, sale or Asset upload.

General

Governing Law; Exclusive Jurisdiction

These Terms shall be governed, enforced and interpreted by and under the laws of the State of New York without regard to principles of conflict of laws and regardless of your location Any and all claims and disputes of any kind that arise between you and Sandmilk or under or concerning these Terms or the Services shall be adjudicated solely and exclusively by a state or U.S. federal court, having appropriate subject matter jurisdiction, located in the state and county of New York , and you expressly consent to the exclusive personal jurisdiction of such courts in connection with all such claims and disputes, and waive all defenses concerning lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such courts.

Severability, Waiver

Unless as otherwise stated in these Terms, should any provision of these Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by law. Any failure by us or any third party beneficiary to enforce these Terms or any provision thereof shall not waive our or the applicable third party beneficiary's right to do so.

Taxes

We are not responsible for determining withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your use of the Services and purchases and sales occurring on the Platform, including without limitation the selling or buying of Assets, NFTs or Physical Items. You agree that you are solely responsible for determining what, if any, Taxes apply to your use of the Services and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of an Asset transaction are exclusive of sale, use, value added or similar Taxes, which shall be your responsibility.

Privacy

You acknowledge and agree to the collection, use, processing and disclosure of your personal information in accordance with Sandmilk’s Privacy Policy, which is incorporated into these Terms by reference. Your agreement to these Terms also constitutes your agreement to our Privacy Policy.

California End-User Consumer Rights

In accordance with Cal. Civ. Code Sec. 1789.3, if you are a California State resident, you may file grievances and complaints regarding the Services with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210, or by email at dca@dca.ca.gov.

No Third Party Beneficiaries

These Terms do not create any obligations on the part of Sandmilk to any third parties other than sellers and buyers who are registered with Sandmilk as authorized users of the Services. There are no third-party beneficiaries of these Terms.

ADDITIONAL TERMS OF USE FOR AUCTIONS ON THE SANDMILK PLATFORM

Introduction

These terms of auction ( “Auction Terms”) supplement the foregoing general Terms and provide additional terms and conditions for transactions offered through the Services concerning the auction of Assets and any associated Physical Items on the Platform (each, an “Auction”) to be conducted by Sandmilk. By participating in an Auction, you are deemed to have accepted and agreed to these Auction Terms in addition to Sandmilk’s general Terms above All terms and conditions set forth in our general Terms also apply to Auctions and Auction Terms unless otherwise provided in these Auction Terms.

Listing an Asset for Auction

You may list your Asset and any associated Physical Item for Auction. When you as a seller are listing the Asset/Physical Item for an Auction, you may list your Asset/Physical Item either to an immediate Auction, which will start immediately after listing the Asset/Physical Item for an Auction, or a timed Auction, in which case you shall be required to determine the starting date of the Auction.
If the Asset/Physical Item is already listed for sale on the Platform and you would like to put it up for Auction, you will need to list the Asset/Physical Item as “not for sale” until the Auction begins.
When listing your Asset/Physical Item, you may determine the Auction’s starting price, its reserve price, start date and end date (the time frame between the start date and the end date of the Auction shall be referred to herein as the “Auction Period”).
You, as the seller, shall pay any Fees that may arise in connection with the Auction, including any applicable gas fees or other Fees described in our general Terms.

Entering into an Auction

You may enter into an Auction where any seller has listed an Asset/Physical Item for sale on the Platform via an Auction process. Any owner of a Sandmilk user account may submit an offer and participate in the Auction, by using his or her own credit card. A winning bid is a binding contract that you cannot revoke, and you are legally obligated to pay the offer amount if you win the Auction together with any Fees. When you bid on an Asset/Physical Item in an Auction, you are committing to buy it if you win the Auction. If you win the Auction, your credit card on file will automatically be charged for the winning Auction price together with all applicable Fees (collectively, the “Auction Price”). In the event you win the Auction but provide incorrect or false credit card information and fail to pay the Auction Price, you may be subject to claims by the seller of the Asset/Physical Item, and additional penalties, including, without limitation, being permanently banned from the Platform.
All bids are final and you cannot cancel your bid once it is placed.
In order to bid on an Asset you must, prior to bidding, have a valid and active Sandmilk account..
It is the bidder’s sole responsibility to conduct pre-bidding diligence into the Asset/Physical Item being offered for Auction and bidder assumes all risk of loss or damage to the Asset/Physical Item upon transfer of the same to bidder (pursuant to the terms set forth herein) including, without limitation, responsibility to provide appropriate maintenance (including, without limitation, hosting and security relating to any Asset exported from a Sandmilk account).
Auction timers are not exact and only represent an approximation of the start or end times remaining for a particular Auction. Auction participants should get their bids in as early as possible to ensure that they are processed before the close of the Auction.
If you have an existing account with Sandmilk, you will be asked to confirm your account details when you register to bid on an Asset/Physical Item and may be asked to provide updated identification, and credit and payment information, based on the bidding requirements.

Winning Bidders and Payment of Auction Price

At the end of the Auction Period, the bidder who submitted the highest offer (the “Winner”) is announced automatically. The Winner shall have 72 hours from receiving notice of the successful bid (the “Payment Timeframe”) to complete the purchase and pay the Auction Price. If the Winner does not pay the Auction Price within the Payment Timeframe, the Asset/Physical Item remains owned by the Seller and shall not be transferred to the Winner.

Additional Auction Terms and Risk Assumption

Auction participants are forbidden from engaging in any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of an Asset/Physical Item, simulate demand for an Asset/Physical Item (i.e., "wash trading"), or any other anticompetitive bidding conduct, including but not limited to “puffing”, “chill bidding”, “shill bidding”, “sham bidding”, or “sock puppet bidding”.
You acknowledge and agree to assume the risk of listing your Asset/Physical Item to an Auction or participating in an Auction as a buyer or seller, and take full responsibility and liability for the outcome of any Auction in which you participate. Sandmilk shall not be liable to you or any third-party for the outcome of any Auction.
Thank you for reading our Terms. We hope you enjoy Sandmilk!
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This page was updated on August 8 2022