Fungees terms of service: Rules of the game

Terms of Service

Our Terms of Service were last updated on 30 September 2024.

1About us

1.1The Website is hosted and maintained by Noodleface Pty Ltd ACN 666 471 049 (Noodleface, we, us or our).
1.2The Fungees Platform and any of our intellectual property required to create Custom NFTs on the Fungees Platform was developed and is owned by Noodleface and licensed by Noodleface for your use in accordance with these Terms.
1.3Noodleface does not hold an Australian Financial Services Licence with the Australian Securities and Investments Commission (ASIC), nor is it a Purchased Payment Facility Provider authorised by the Australian Prudential Regulation Authority (APRA), nor is it registered as a ‘digital currency exchange’ with the Australian Transaction Reports and Analysis Centre (AUSTRAC). Accordingly, you do not have the protections afforded under the laws applicable to each of the abovementioned regimes when dealing with us or NFTs created on the Fungees Platform, but you do have protections under the Australian Consumer Law.
1.4Where possible we strive to meet best practice standards to protect its Account Holders in anticipation of regulatory clarity and continues to monitor its obligations to hold such licences or registrations with respect to the Services it provides or facilitates, respectively.
1.5Unless otherwise stated, and as set out in clause 9.3 of these Terms, Noodleface is separate and independent to any entities or brands displayed on the Fungees website. The use of an entity name or display of a brand name is for descriptive purposes only and does not represent any endorsement from, affiliation with or contractual relationship between the entity or its brand and Noodleface Pty Ltd.

2Introduction

2.1These Terms of Use (Terms) govern your access to and use of the Fungees Platform including to create and use Custom NFTs for your personal use and enjoyment.
2.2Please read these Terms carefully, especially the Warnings at clause 3, since your access to and use of the Fungees Platform implies you have understood and have the legal capacity to agree to these Terms.
2.3You are responsible for determining your eligibility to access and use the Fungees Platform – including to create Custom NFTs on the Fungees Platform – and to agree to these Terms, based on the laws applicable to you.
2.4Unless clearly stated by us in official communications, we will not invite, target, or solicit any person outside of Australia to access and use the Fungees Platform, but will assume you are eligible to access and use the Fungees Platform if you proceed to create a Torus Wallet and engage with our Services. If you reside outside of Australia, we may be limited in the way that we can respond to any queries you raise with us.
2.5Please note that your access and use of the Fungees Platform will give rise to you creating a contractual relationship with us as well as with third parties. You are responsible for reading and determining your eligibility to enter other legal or contractual relationships in accordance with the terms provided by those third parties.
2.6By using your Torus Wallet in online venues other than our Website, you understand that:

(a)you are not buying or selling crypto-tokens from or to us, and you may or will create a legal or contractual relationship with one or more third parties, but
(b)in respect of your contractual relationship with us, you area licensee of our proprietary software, Reference Content and other intellectual property used when you create a Custom NFT on the Fungees Platform or sell a Custom NFT using third party platforms.

2.7If our Website Services expand, we may need to provide additional terms to cover the expanded services offering (Additional Terms). Any Additional Terms which are available with the relevant services become part of your agreement with us if you use those services.
2.8These Terms and our Privacy Policy (available here) and any Additional Terms comprise the entire agreement between us and you in relation to your use of the Fungees Platform and create a binding legal arrangement between you and us.
2.9If you do not understand or agree to these Terms, or if you do not agree with any updates or changes, then you must immediately stop accessing or using the Fungees Platform.
2.10We reserve the right to review and change any of the Terms by updating them at our sole discretion at any time. Any changes to the Terms take immediate effect from the date of their publication. When we update the Terms, we will update the last modified date at the top of these Terms and use reasonable endeavours to provide you with notice of updates to the Terms.
2.11We recommend you keep a copy of the Terms, and any updates to the Terms, for your records.

3Warnings

3.1Crypto-tokens such as Custom NFTs, blockchain-based proprietary software platforms such as the Fungees Platform, permissionless blockchain ledger technology such as the Polygon Ledger, and necessary third-party software, are each high risk – particularly financial risk and technology risk.
3.2You understand and accept that engaging with Custom NFTs, the Fungees Platform, your Torus Wallet, and the Polygon Ledger, as well as necessary third-party software, could result in loss of total value you have paid to purchase your Custom NFT, and other addresses or accounts that may be intercepted because of your use of the aforementioned.
3.3Scams involving crypto-tokens and digital wallets, and harmful imitations of blockchain-based platforms are common. Please take upmost care to interact only with our Website, the Fungees Platform, and your Torus Wallet. Official links to each are contained in these Terms.
3.4Any Custom NFT that you create and pay for on the Fungees Platform is created and sent directly from the Noodleface Wallet to your Torus Wallet. Noodleface does not hold any keys to your Torus Wallet so is unable to recover the Custom NFT if you lose access to your Torus Wallet.
3.5You are responsible for the correct submission of data when you create a Custom NFT because once a Custom NFT is created it cannot be reversed and any Components you have selected may no longer be available for others to include in their Custom NFT. This circumstance means that we cannot offer refunds for a change of mind or the mistaken creation of Custom NFTs. We reserve all rights to decide in our sole discretion whether exceptional circumstances exist to support our payment to you of the Purchase Price you have paid to us, or a lesser amount, following your transfer of the Custom NFT to the Noodleface Wallet and any other conditions that we may deem reasonably necessary to protect our business interests.
3.6You are responsible for seeking independent and professional advice based on your own circumstances prior to your access and use of the Fungees Platform.
3.7To the maximum extent permitted by applicable laws, Noodleface does not accept any responsibility or liability in respect of your access and use of the Fungees Platform other than as set out in these Terms.
3.8These Terms do not govern your interaction with, or reliance upon, any third-party software nor the reliability, safety, or continuity of IPFS or the Polygon Ledger and its network including transactions and balances recorded on the Polygon Ledger and data recorded with IPFS.

4About the Fungees Platform

4.1With the above said, we welcome you to the Fungees Platform, a platform to create avatars for gaming or social platforms that are Custom NFTs for your personal use and enjoyment.
4.2The Fungees Platform can be accessed at fungees.io, which has been built for Visitors and Minters to enjoy our Website and engage with our Services.
Note: When the Website is used as an interface to interact with the Polygon Ledger, alongside third-party software such as Torus Wallet and Web3Auth, these Terms will instead use the word Interface instead of Website.
4.3What is a Torus Wallet?
A Torus Wallet is third-party software that uses additional third-party software, Web3Auth, to enable a person to create a unique Polygon Ledger address, and deal with balances of crypto-tokens represented at that address, using their existing social media login details such as Meta, X, Google/gmail, WeChat or Discord.
4.4What can you do on the Fungees Platform?
Website Services allow:

(a)Visitors to browse the Platform Content displayed on the Website subject to the Limited Licence contained in these Terms;
(b)Visitors to create a Torus Wallet, browse and select Components to build a Custom NFT, and become Minters by paying the Purchase Price for a Custom NFT;
(c)Minters to download the Reference Content (as an image file) in one or more formats and receive relevant links to IPFS and Polygonscan referable to the Custom NFT, on the condition the Custom NFT resides in the Minter’s Torus Wallet at the time download is initiated;
(d)Minters to create a profile page;
(e)Visitors and Minters to submit feedback or complaints via the Website form;
(f)Visitors and Minters to subscribe to receive information about new collections and offers.

4.5Outside of the control of Noodleface or dealings possible on the Fungees Platform, a Minter can use their Torus Wallet to:

(a)transfer from another Polygon Ledger address they exclusively control, a balance of crypto-tokens into their Torus Wallet address;
(b)buy a balance of crypto-tokens from a third-party crypto-token exchange using fiat currency, or a decentralised crypto-token exchange using other crypto-tokens; and
(c)transfer out a balance of crypto-tokens, including Custom NFTs, to another Polygon Ledger address they exclusively control.

5Third-party software

5.1By using third-party software such as Torus Wallet and Web3Auth via the Interface you acknowledge that you are governed by the terms of service and privacy policy for the applicable third-party software which may be updated from time to time.
5.2In connecting your Torus Wallet to the Interface to create a Custom NFT, each Polygon Ledger transaction is communicated through the Torus Wallet, which completes the Polygon Ledger transaction on your behalf.
5.3Our Interface may contain links to websites operated by third parties. Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.

6Privacy Policy

6.1Noodleface takes your privacy seriously and any information provided through your access and use of Services are subject to Noodleface’s Privacy Policy, which is available here. Our Privacy Policy may change and so you should check this periodically to ensure that you understand our current Privacy Policy.
6.2Personal data includes any information relating to an identified or identifiable natural person (Personal Data). By accessing and using our Services, you consent to the collection, storage, processing, and transfer of your Personal Data under our Privacy Policy and any other arrangements that apply between us.
6.3Noodleface is the Data Controller for Personal Data collected in connection with providing or facilitating our Services, respectively.
6.4Noodleface generally collects your Personal Data directly from where you are based and may store it on servers outside the EU or European Economic Area (EEA) in countries such as Australia or the USA, where data protection standards may be lower than in the EU/EEA.
6.5With respect to your access or use of the Services, or as part of your continued access or use:

(a)If you use the Fungees Platform to create a Torus Wallet which uses Web3Auth, they collect and we receive personal information including your first name, last name, gender, date of birth, nationality, tax residency and email address.
(b)Noodleface may use the personal information from you to provide you with information, updates, and our services. We may also make you aware of new and additional products, services, and opportunities available to you. We may use your personal information to improve our products, services, and better understand your needs. We may contact you using the contact information you provide to us.
(c)You are not required to provide an email address or set a password to create and use the Fungees Platform, and instead your Torus Wallet is created using an already authenticated account with a third party. You remain responsible for keeping your account details with that third-party private and secure.
(d)When you connect your Torus Wallet the only information we collect from you is the public address of your Polygon Ledger address and completed transaction hashes. This information is already public by virtue of any Custom NFT being deployed on the Polygon Ledger, for which the ledger of transactions is a matter of public record. We may use this information to detect, prevent, and mitigate financial crime and other illicit or harmful behaviour involving Custom NFTs created on the Fungees Platform.

6.6You warrant that any information you give to Noodleface will always be accurate, correct and up to date.
6.7You acknowledge that if Noodleface is required by law at some future time to collect additional personal information, for example under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) as it may be amended, you may not be able access and use the Services if you do not provide the required information.

7Minors

7.1If you are 13 or older but under the age of 18, you represent that you have reviewed these Terms with your parent or legal guardian to make sure that you and your parent or legal guardian understand, and are eligible to enter, these Terms.
7.2If you are a parent or guardian permitting a person under the age of 18 (a Minor) to access and use the Fungees Platform, you agree to:

(a)exercise supervision over the Minor's access, use and engagement;
(b)assume all risks associated with the Minor's access, use and engagement, including the transmission of content or data to and from third parties via the Fungees Platform;
(c)ensure that the content or data that the Minor may encounter on the Fungees Platform are suitable for the Minor;
(d)assume liabilities resulting from the Minor's use of the Fungees Platform, third-party software, and Polygon Ledger;
(e)ensure the accuracy and truthfulness of all content or data submitted by the Minor; and
(f)provide the consents contained in these Terms on behalf of the Minor.

7.3We may ask you to confirm that you have your parent's or guardian's permission and that they have agreed to these Terms on your behalf, and, even if we do not do this, we will assume that this is the case and will provide access to the Fungees Platform and Custom NFTs and your account on this basis.

8No commercial use

8.1Unless we have entered a separate commercial agreement with you, the Fungees Platform is for your personal enjoyment, for your non-commercial use only, and subject to applicable third-party terms which may include the Secondary Sale and Licence Terms.

9Noodleface’s intellectual property rights

9.1Unless otherwise indicated, we own, have the right to use or license all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property and proprietary rights) in the Fungees Platform (whether registered or unregistered in any jurisdiction) and in all of the material (including all text, graphics, logos, audio, video and software) made available on the Fungees Platform (whether registered or unregistered in any jurisdiction) including Reference Content (Platform Content).
9.2Custom NFTs (including their Reference Content) are subject to these Terms and the licences contained herein, however by displaying a Custom NFT on the Fungees Platform or a third party platform, the Minter and any Buyer or Subsequent Buyer, as applicable, agree to license to Noodleface the right to display the text, graphics, logos, audio, video and software referenced to that Custom NFT (Reference Content) for the primary purpose of personal use and enjoyment of the Reference Content displayed on the Fungees Platform and the incidental consequence of purchases and sales of Custom NFTs on third party platforms.
9.3Any and all information, including in the form of text, logo and other references, to one or more of ‘Xbox’, ‘Playstation’, ‘TickTock’, ‘Steam’, ‘Discord’, ‘Meta’, is not owned by NoodleFace and NoodleFace acknowledges that it does not have the right to use these signs as trade marks. Noodleface also acknowledges that there is no active sponsorship or commercial relationship with any of these third party platforms. References to these third party platforms on the Fungees website are made for descriptive purposes only, being to describe the functionality of the Fungees platform and the interoperable nature of Fungees.
9.4Your access and use of the Fungees Platform and use of and access to any Platform Content and Reference Content does not grant or transfer any rights, title, or interest to you in relation to the Fungees Platform, the Platform Content or Reference Content. However, we do grant you a licence to access the Fungees Platform and view the Platform Content and Reference Content in accordance with these Terms, as expressly authorised by us and/or our third-party licensors.
9.5Any reproduction or redistribution of the Fungees Platform, the Platform Content or Reference Content is prohibited and may result in civil and criminal penalties.
9.6You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Platform Content or Reference Content, software, Services on and via this Website.
9.7You may not use the Fungees Platform, or any of the Platform Content or Reference Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website.

10Unacceptable activity

10.1You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to the Fungees Platform, including but not limited to:

(a)any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of persons;
(b)the infringement of any third-party intellectual property rights through your use of the Fungees Platform;
(c)engaging in activities for the purpose of concealing economic activity, laundering money, or financing terrorism;
(d)using the Fungees Platform to defame or libel us, our employees, or other persons;
(e)uploading files that contain viruses that may cause damage to our property or the property of other persons;
(f)posting or transmitting to the Fungees Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security;
(g)engaging in any attack, hack, denial-of-service attack, interference, or exploit of the Fungees Platform notwithstanding that an operation performed by a person that is technically able to do so may nevertheless be a violation of our Terms and the law;
(h)using the Fungees Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Visitors or Account Holders from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
(i)developing, utilizing, or disseminating any software, or interacting with any API in any manner, that could damage, harm, or impair the Fungees Platform, including how third party software interacts with the Interface or Custom NFTs recorded on the Polygon Ledger;
(j)reverse engineering any aspect of the Services, or doing anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Services, area or code of the Services;
(k)using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Website / Interface pages or functionality;
(l)using data collected from our Services to contact individuals, companies, or other persons or entities;
(m)using data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
(n)bypassing or ignoring instructions that control all automated access to the Services;
(o)using the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms;
(p)using the Polygon Ledger or other blockchain to carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Polygon Ledger, or the Services;
(q)transferring Custom NFTs as a form of payment for goods or services; and
(r)engaging in deceptive or manipulative behaviour.

10.2If we allow you to post any information to our Interface, we have the right to take down this information at our sole discretion and without notice.
10.3While Noodleface will endeavour to prevent unacceptable activity or harmful conduct by Visitors, Minters, or others and assist Minters with any complaints in relation to unacceptable activity or harmful conduct, it may not be able to achieve an outcome to such a complaint to your satisfaction.

11Limitation of liability

11.1To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the way it occurs – which may be suffered due to:

(a)your access and use of the Fungees Platform, including our Services;
(b)the information or materials contained on the Fungees Platform, or as a result of the inaccessibility of the Website and/or the fact that certain information or materials contained on it are incorrect, incomplete, insecure, unstable, unreliable, or not up-to-date;
(c)acts or omissions of any third parties, or your transactions or any other interaction with any such third parties or third-party software;
(d)any technology or application or related failures, risks, or uncertainties associated with the Polygon Ledger such as forks, technical node issues, repudiated transactions, migrations and updates or any other issues causing losses;
(e)user error such as forgotten passwords or seed phrases and your standards of personal security that mean you lose control of your Torus Wallet and/or the crypto-tokens represented therein.

11.2To the extent of any liability that cannot lawfully be limited, Noodleface's liability for damages under these Terms shall in all cases be limited to, and under no circumstances shall exceed, the Australian dollar value of proceeds received by Noodleface in connection with events that caused such liability, after deducting all costs, fees, and liabilities incurred by or on behalf of Noodleface.
11.3We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of the Fungees Platform or a linked website. You must take your own precautions to ensure that whatever you select for your use from our Website / Interface, including accessing or using your Torus Wallet or other necessary third party software, is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems or integrity of access to your digital wallets including your Torus Wallet.
11.4We may, from time to time and without notice, change or add to the Fungees Platform (including the Terms) or the information, products or services described in it. However, we do not undertake to keep the Website updated. We are not liable to you or anyone else if errors occur in the information on the Fungees Platform or if that information is not up to date.
11.5To the maximum extent permitted by law, including the Australian Consumer Law, we make no warranties or representations about the Website, the Platform Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that the Website will be secure.
11.6To the maximum extent permitted by law, Noodleface provides the Fungees Platform on an “as is” and “as available” basis and makes no claim, representations, or warranties:

(a)as to the value, fairness of price or value of use of any Custom NFTs displayed via the Interface or subsequently made available for sale on third-party sites;
(b)of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship, or technical quality of any Custom NFT, or software;
(c)about the identity, legitimacy, authenticity, or legal rights to acquire ownership, resell, license or otherwise deal with Custom NFTs displayed via the Interface;
(d)that the Fungees Platform, Torus Wallet (including the delivery of Reference Content which requires third party processing and/or intervention), Polygon Ledger and any third-party software will be available on an uninterrupted, timely, secure, or error-free basis or are or will be free of malicious code or will be accurate, complete or reliable.

11.7To the extent that any statement in these Terms is inconsistent with statements made on any of the Official Venues or any other online or physical venue, the statements in these Terms prevail.
11.8Reserved rights
We reserve the right to restrict, suspend or terminate without notice your access to and use of the Services, or at the request of a Minter, or any feature of the Fungees Platform at any time without notice and we will not be responsible for any loss, cost, damage, or liability that may arise as a result.
11.9We reserve the right, in our sole and absolute discretion, to amend, modify, alter, or supplement the Services accessible from time to time.

12Minters, Buyers, and Subsequent Buyers release Noodleface from copyright claims

12.1Minters, Buyers and Subsequent Buyers irrevocably release, acquit, and forever discharge Noodleface and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright or trademark infringement for Noodleface’s use of Reference Content in accordance with these Terms, including without limitation, Noodleface’ solicitation, or request for persons or third parties, including IPFS, to host the Reference Content for assurance of ongoing availability of the Reference Content according to these Terms.

13General

13.1Jurisdiction and governing law
Your use of the Fungees Platform, and your dealings with Custom NFTs created on the Fungees Platform, and these Terms are governed by the laws of Victoria, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia.
13.2Severability
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

14Taxation

14.1Noodleface acknowledges that the tax treatment of crypto-token activities can be uncertain and varies depending on the applicable country of tax residence and nature of activities, as well as whether any double tax treaty applies.
14.2You are responsible for seeking independent professional tax advice regarding the tax implications of your access and use of the Fungees Platform and keeping your own records that are sufficient for you to determine the tax treatment of your access and use of the Fungees Platform.
14.3We welcome your feedback about the features you’d like to see on the Fungees Platform to assist you to comply with your tax obligations.

15Secondary Sale and Licence Terms

15.1Where a Secondary Sale occurs, which can only occur on a third-party platform at the date of these Terms, the Minter agrees to sell, and the Buyer agrees to buy, the Custom NFT for the Secondary Sale Price, as applicable, and Noodleface and Buyer agree to enter the Limited Licence with respect to the Reference Content.
15.2Noodleface and the Minter agree that a Buyer can sell a Custom NFT (subject to the Limited Licence) in a Secondary Sale, and Noodleface agrees to grant the Limited Licence to each applicable Subsequent Buyer.
15.3Buyers or Subsequent Buyers do not secure any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights associated with the Reference Content of any Custom NFT or other crypto-token that can be generated or received by ownership of the Custom NFT, other than the rights afforded to the Buyer or Subsequent Buyer by the Limited Licence.
15.4Subject to licence agreements Noodleface has entered into with Artists, Noodleface expressly reserves all rights to copyright in the Reference Content for Custom NFTs sold by Secondary Sale, including but not limited to the right to reproduce, communicate to the public, prepare derivative works or adaptations, to perform, and to distribute.
15.5Any Buyer or Subsequent Buyer of a Custom NFT in a Secondary Sale acknowledges, understands, and agrees that:

(a)Noodleface does not control or influence the Secondary Sale of Custom NFTs other than as specified in these Terms;
(b)under no circumstances will the Secondary Sale of a Custom NFT be deemed to create a relationship that includes the provision or tendering of investment, financial, legal, tax or accounting advice from Noodleface;
(c)Noodleface is not a fiduciary nor owes any duties to any Minter, Buyer, Subsequent Buyer, or Seller, including any duty to ensure fair pricing of Secondary Sale Prices or to police behaviour in respect of Secondary Sales;
(d)you are solely responsible for any fees, including any internet connection fees or mobile fees and Gas Fees, that are incurred when participating in Secondary Sales;
(e)you are solely responsible for seeking independent professional legal and tax advice in relation to your use of the Interface and compliance with that advice;
(f)you solely bear the risk of initiating, interacting with, participating in Secondary Sales and take full responsibility and liability for the outcome of any transaction you initiate, whether or not the Interface, third-party software, and other actors behave as expected or intended;
(g)you understand that blockchain technologies are experimental, speculative, and inherently risky and you are willing to accept the risks associated with cryptographic systems;
(h)the Fungees Platform may be subject to bugs, malfunctions, timing errors, hacking and theft, which may expose you to a risk of loss;
(i)Noodleface, third-party software providers and persons involved with the Polygon Ledger could be impacted by one or more regulatory inquiries, regulatory enforcement actions, or legislative change which could impede or limit the ability of Noodleface to continue to host or maintain the Fungees Platform, or which could impede or limit your ability to access or use the Fungees Platform or Polygon Ledger; and

15.6As a Buyer or Subsequent Buyer, you represent and warrant that:

(a)you have read and agreed to the Secondary Sale and Licence Terms contained in these Terms;
(b)you have made enquiries to confirm you are eligible and/or not prohibited from paying the Secondary Sale Price;
(c)you will not accept, solicit, offer, engage with the Fungees Platform, otherwise transact on or off the Interface with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the Secondary Sale Price of a Custom NFT; and
(d)you will not engage in any unlawful or deceptive conduct that may prevent competitive or fair bidding, artificially inflate, or deflate the Secondary Sale Price of a Custom NFT, simulate demand for a Custom NFT, or any other anti-competitive bidding.

16Limited Licence

16.1Noodleface expressly grants to the Minter, Buyer and any Subsequent Buyer a limited, worldwide, non-sublicensable, royalty-free licence to use and display any intellectual property (including copyright) that resides in the Reference Content for private or domestic purposes.
16.2The Minter’s, Buyer’s and Subsequent Buyer’s limited licence to display the Reference Content, or use the Reference Content in the case of musical works, includes, but is not limited to, the right to display or use the Reference Content privately or publicly:

(a)for the purpose of promoting or sharing the Minter’s, Buyer’s or Subsequent Buyer’s purchase, ownership, or interest in the Reference Content, for example, on the Fungees Platform, other social media platforms, blogs, digital galleries, or other Internet-based media platforms;
(b)for the purpose of sharing, promoting, discussing, or commenting on the Reference Content;
(c)on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the Custom NFT associated with the Reference Content; and
(d)within decentralised virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments, including simultaneous display of multiple copies of the Reference Content within one or more virtual environments.

16.3Minters, Buyers and Subsequent Buyers have the right to sell, trade, transfer, or use their Custom NFT, but Minters, Buyers and Subsequent Buyers may not make “commercial use” of the underlying Reference Content including, for example, by selling copies of the Reference Content, selling access to the Reference Content, selling derivative works embodying the Reference Content, or otherwise commercially exploiting the Reference Content.
16.4Notwithstanding clauses 16.1 to 16.3 above, the Minter, Buyer or Subsequent Buyer agrees that it may not, nor permit any third party, to do or attempt to do any of the foregoing without the Noodleface’s, and as applicable Noodleface may need to procure an Artist’s, express prior written consent in each case:

(a)modify, distort, mutilate, or perform any other modification to the Reference Content which would be prejudicial to either Noodleface’s or the Artist’s honour or reputation;
(b)use the Reference Content to advertise, market, or sell any third-party product or service;
(c)use the Reference Content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
(d)incorporate the Reference Content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for a Minter’s, Buyer’s or Subsequent Buyer’s personal, non-commercial use;
(e)sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the Reference Content;
(f)attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Reference Content;
(g)attempt to mint, tokenize, or create an additional cryptographic token representing the same Reference Content, whether on or off the Fungees Platform;
(h)falsify, misrepresent, or conceal the authorship of the Reference Content; or
(i)otherwise utilise the Reference Content for the Minter’s, Buyer’s or Subsequent Buyer’s or any third party’s commercial benefit.

16.5The Minter, Buyer or Subsequent Buyer agrees and acknowledges that the lawful ownership, possession, and title to the Custom NFT is a necessary and sufficient condition precedent to receiving the limited licence rights to the underlying Reference Content provided under the Limited Licence.
16.6Any subsequent transfer, dispossession, burning, or another relinquishment of a Custom NFT or the Reference Content will immediately terminate the former Custom NFT owner’s rights and interest in the licence or Reference Content as provided by the Limited Licence.

17Definitions

17.1Capitalised terms are defined as follows:
Additional Terms means any additional terms to these Terms that may be published from time to time.

Artist means the person that has created the original works that can be selected as Components when creating a Custom NFT.

Buyer means a person that pays the Secondary Sale Price to a Minter in accordance with these Terms and any other third-party terms applicable.

Component means each image or media file (photo or video) or data, that can be selected to create a Custom NFT, subject to the Limited Licence.

Fungees Platform means the Website or Interface, as applicable

Gas Fees means the fee paid in crypto-tokens for a transaction to be processed on the Polygon Ledger, which is not paid to or determined by Noodleface or any Minter.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Interface means the web-based front end located at fungees.io, hosted and maintained by Noodleface.

Custom NFT means an NFT with a unique Polygon Ledger address and token ID that is created on the Fungees Platform by a Minter subject to these Terms and that references the Components selected and confirmed by the Minter.

Minter means a Visitor that creates a Torus Wallet via the Interface for the purpose of creating and paying the Purchase Price to create a Custom NFT.

NFT means non-fungible token.

Official Venues means the official online venues of Noodleface, including the Website fungees.io, Discord (Fungees), X (Fungees), Instagram (fungees.avatars), Meta (Fungees).

Platform Content mmeans all the material (including all text, graphics, logos, audio, video and software) made available on the Fungees Platform (whether registered or unregistered in any jurisdiction) including Reference Content.eans

Purchase Price means the GST-exclusive price specified by Noodleface on the Fungees Platform, which may vary depending on the Components selected to make up the Reference Content and which may include a fee to cover the Polygon Ledger or other blockchain ledger costs to create a Custom NFT, and where GST applies the additional amount on account of GST will be displayed.

Reference Content means the text, graphics, logos, audio, video, and software referenced to a Custom NFT, stored on IPFS and as a back-up by Noodleface.

Secondary Sale means any sale of a Custom NFT by a Minter or Seller.

Secondary Sale Price means the balance of crypto-token units specified by a Minter or Seller.

Subsequent Buyer means a person that pays the Secondary Sale Price to a Buyer in accordance with these Terms and any other third-party terms applicable.

Visitor means a person accessing the Website to browse the Platform Content and consider creating an Account, and that may submit feedback or a complaint.