This Nifty Publisher Agreement is entered into by and between you and Nifty Gateway, LLC ("Nifty Gateway," "we," or "us"). Unless expressly modified under this Nifty Publisher Agreement, the terms and conditions of the Nifty Gateway Terms of Use (as may be amended from time to time, the "Nifty Gateway TOU") are incorporated herein by reference (this Nifty Publisher Agreement, together with the Nifty Gateway TOU, the "Agreement"). The Agreement sets forth the terms and conditions governing the relationship between you and Nifty Gateway with respect to the Minting Services and Publisher Services, each defined below. Nifty Gateway reserves the right to change or modify this Nifty Publisher Agreement at any time, in its sole discretion. You agree and understand that by accessing or using the Minting Services or Publisher Services following any change to this Nifty Publisher Agreement, you agree to the revised Nifty Publisher Agreement and all of the terms incorporated therein by reference. We encourage you to review the Nifty Publisher Agreement from time to time to ensure that you understand the terms and conditions that apply when you access the Minting Services and Publisher Services.
In order to use the Minting Services and the Publisher Services, you need to create and maintain a Nifty Gateway account and register as a Publisher. When you register as a Publisher, we may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Minting Services and the Publisher Services. We reserve the right, in our sole discretion, to revoke your access as a Publisher if you violate the terms of this Publisher Agreement or Nifty Gateway's Terms of Use.
If you authorize any individual to act on your behalf as a Publisher (an "Authorized Representative"), you hereby agree that all actions taken by such Authorized Representative will be final and binding upon you. You further agree to ensure that your Authorized Representative will abide by the terms of the Agreement.
The following fees and proceed breakdowns will apply to drops for which you act as a Publisher on Nifty Gateway:
All amounts payable to you pursuant to this Agreement will be paid out to the approved Nifty Gateway accounts specified by you pursuant to Section 3 of this Publisher Agreement.
Publisher Content
You understand and agree that you are responsible for any Publisher Content you submit or contribute, and you, not Nifty Gateway, have full responsibility for such content, including its non-infringement of third party rights, legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any Publisher Content posted by you or any other user. You understand and acknowledge that any Publisher Content that violates any of Nifty Gateway's policies may be obfuscated or deleted by Nifty Gateway, in its sole discretion.
Although we are not required to monitor any Publisher Content, we may, in our sole discretion, remove Publisher Content at any time and for any reason without notice. Nifty Gateway may monitor Publisher Content to detect and prevent fraudulent activity or violation of Nifty Gateway's Terms of Use.
Licenses
By providing any Publisher Content to Nifty Gateway, you grant us and our affiliates and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, retransmit, publish, broadcast, and otherwise disclose to third parties any such material for the purpose of providing you with the Minting Services and the Publisher Services.
As a Nifty Publisher, you hereby grant Nifty Gateway the right to use your name and image for marketing or promotional purposes. You further agree that we may use or modify images from your Publisher Content for marketing or promotional purposes. You also agree that we can use your biography and other public information about you to promote your Publisher Content.
Feedback
If you provide ideas, suggestions, or other feedback in connection with your use of the Minting Services or Publisher Services, ("Feedback"), you hereby agree that such Feedback is not confidential and you grant Nifty Gateway the right to use such Feedback without restriction and without payment to you.
You may set your own Drop Terms using the tools available to you in the portal. It is your responsibility to accurately describe all relevant aspects of your Drop Terms, including but not limited to any physical items and/or reserved editions. Except for the Minting Services provided by Nifty Gateway, you are responsible for delivering all items as described in your public drop communications, including but not limited to physical editions.
You agree to resolve any disputes directly with the buyer of your Nifties and in accordance with the Nifty Gateway TOU within five business days of the buyer making first contact with you. You further agree to provide public contact information on your Publisher page so that buyers may contact you.
In the event that a buyer submits a chargeback, Nifty Gateway will respond on your behalf. You agree to provide any requested information to us within five business days of the request. To the extent permitted by law, we reserve the right to recover funds associated with chargebacks from you.
Nifty Gateway shall not be liable for any damage or expense incurred if your drop is canceled prior to the release date for any reason.
You represent and warrant that (1) you own or have the rights to all of the Publisher Content that you post to Nifty Gateway; (2) your Publisher Content does not violate this Nifty Publisher Agreement or Nifty Gateway's Terms of Use; (3) you have acquired and will retain any third-party rights, licenses, authorizations, consents, permissions and approvals relating to your Publisher Content and required for Nifty Gateway to exercise the license granted to it in this Nifty Publisher Agreement; (4) your Publisher Content does not incorporate any artwork that is stolen or reproduced and is not designed such that it will create confusion due to its similarity with existing projects; (5) your Publisher Content is free of any hate or harmful speech, as determined by Nifty Gateway in its sole discretion; (6) you will comply with all applicable laws, regulations and industry standards when posting your Publisher Content; and (7) you have full right, power and authority to enter into this Publisher Agreement on behalf of yourself or the entity that you represent.
The indemnification provision contained in Nifty Gateway's TOU shall apply to this Publisher Agreement with the following amendment: the following subpart (g) is added:
THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND NIFTY GATEWAY.
If any term, clause, or provision of this Nifty Publisher Agreement is held invalid or unenforceable, then that term, clause, or provision shall be severable from this Nifty Publisher Agreement and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of this Nifty Publisher Agreement.
The Agreement constitutes the complete terms agreed by the parties in relation to its subject matter and supersedes any and all prior agreements, understandings or arrangements between them, whether oral or in writing, in relation to such matters. No course of dealing, usage of trade or course of performance will be construed to supplement, amend or construe any term, condition or instruction of this Agreement.