Kalao Terms of Services
Last Updated: April 29, 2021
Kalao, (“Kalao.io,” “we,” “our,” “us” and together with you, the “Parties”) provides its marketplace and services (described below) to you (“you” or “User'' and collectively with others using the Site “Users"). This Agreement concerning your use of (including any access to) the Kalao websites, app and services, currently located at Kalao, mobile applications, web applications, decentralized applications, smart contracts and API located at any of Kalao websites (together with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Site posted by Kalao to the Site, or otherwise made available to you by Kalao.
Please read these Terms of Service carefully. Your use or access of the Site, the Smart Contracts (as defined below) or any other service which Kalao operates constitutes your consent to this Agreement. If you do not have such authority, or if you do not accept all of these terms and conditions, then we are unwilling to make the App, the smart contracts or the site available to you
By signing up for an account on the Platform, clicking or tapping any button or box marked “accept” or “agree” (or a similar term) in connection with this Agreement, or by accessing or using the App, you agree to be bound by this Agreement, a current version of which is available at the Site, and which may be modified from time to time at our sole discretion in accordance with section 4 below.
Kalao is a distributed application that runs on the Avalanche network, using specially-developed smart contracts (each, a “Smart Contract”) to enable users to create, buy, transfer and trade unique digital goods (artwork, collectibles, tickets…). Using Kalao, users can view their digital goods and use the Smart Contracts to create, acquire, and trade with other users.
Smart-Contract Enabled. The Digital Goods on Kalao is represented on smart contracts on the Avalanche blockchain that provides an immutable ledger of all transactions that occur on Kalao (“Smart Contracts”). This means that all Digital Goods are outside of the control of any one party, including Kalao, and are subject to many risks and uncertainties. We neither own nor control MetaMask, the Avalanche network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. The User understands that your Avalanche public address will be made publicly visible whenever you engage in a transaction on the Platform.
Noncustodial. While Kalao offers a marketplace for Digital Goods, it does not buy, sell, or ever take custody or possession of any Digital Goods. Neither Avalanche nor the Platform are custodians of any Digital Goods. You affirm that you are aware and acknowledge that Kalao is a non-custodial provider of software services that has developed this distributed and decentralized environment where the App can be autonomously and directly accessed by the Users without any involvement or actions taken by Kalao or any third-party. As a marketplace, Kalao cannot make any representation or guarantee that Creators will achieve any particular outcome as the result of listing their Digital Artwork and collectibles on Kalao.
Your Registration Obligations : Anyone can browse Kalao without registering for an account. You may be required to register with Kalao in order to access and use certain features on the Platform, such as participating as a Creator or Collector. You must be at least 13 years old to register for an account as a Creator, and at least 18 years old to place a bid on any Digital Goods. If you are between 13 and 18 years old, you must have the expressed permission of a parent or legal guardian who can accept these Terms on your behalf. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account.
Member Account, Password, and Security : You are responsible for the security of your account and your MetaMask wallet (and other Avalanche wallets and accounts) and (b) ensure that you exit from your account at the end of each session when accessing Kalao. If you become aware of any unauthorized use of your password or account or any other breach of security, you agree to notify us immediately at [email protected]. Kalao will not be liable for any loss or damage arising from your failure to comply with this Section.
Connecting your Wallets : Transactions on Kalao are in the Avalanche Blockchain. At the moment, Kalao is supporting both digitals goods on the Avalanche X and C-chain. To interact with the C-chain Avalanche cryptocurrency, WAVAX, you must connect to a browser extension called MetaMask. MetaMask is an electronic wallet which allows you to purchase, store, and engage in transactions using the Avalanche C-chain.
Modifications to the Platform : Kalao reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that kalao will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
Kalao is a platform for the creation of limited-edition digital goods. These goods include but are not limited to: visual artwork, animations, audio, photographs, or other original content. Kalao platform allows users to exchange blockchain-based cryptographic, unique digital goods between one another.
Original content creators can apply to be verified on the Kalao Platform. We make no guarantees that they will be accepted. If accepted, they will be enabled as an allowed contributor in our Smart Contracts, and can then issue unique tokens to represent their original Kalao goods.
When an Item is purchased or transferred by a person on Kalao, the Avalanche asset that represents it is automatically transferred to the person’s Avalanche address.
Owning a Kalao.io item is analogous to owning a physical artwork, like an original painting or print from an artist. Ownership does not include intellectual property rights such as copyright claims, ability to produce commercially, and create merchandise therefrom, etc. The intellectual property remains the possession of the creator. There is no right to use it for commercial purposes.
Kalao.io attempts our best to make sure that all Kalao.io goods created on the platform are done so by their original creator, but we are not liable if someone breaks our terms and creates goods of which they are not the original creator. Any asset that are downloaded via the Download High-res or downloaded directly from IPFS (Interplanetary File System) feature does not include intellectual property rights such as copyright claims, ability to produce commercially, and create merchandise therefrom, etc…
If you elect to purchase, trade, or create digital goods on Kalao , or with or from other users via Kalao services, any financial transactions that you engage in will be conducted solely through the Avalanche network via MetaMask (or other Avalanche-compatible wallets and browsers). We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via Kalao, or using the Smart Contracts, or any other transactions that you conduct via the Avalanche network or MetaMask.
Avalanche requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Avalanche network. The Gas Fee funds the network of validators that run and secure the decentralized Avalanches network. This means that you will need to pay a Gas Fee for each transaction that occurs via the App.
In addition to the Gas Fee, each time you utilize a Smart Contract to conduct a transaction with another user via Kalao, you authorize Kalao to collect a commission of 2.5% of the total value of that transaction (each, a “Commission”) and 2.5% for all proceeding secondary sales on the Kalao marketplace. You acknowledge and agree that the Commission will be transferred directly to us through the Avalanche network as part of your payment.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the App (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or creation of any artworks). Except for income taxes levied on Kalao, you will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Kalao platform. Platform Content, Software and Trademarks. You acknowledge and agree that the Platform may contain content or features that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Kalao, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Platform or the Platform Content, in whole or in part. If you are blocked by Kalao from accessing the Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).
The technology and software underlying the Platform or distributed in connection therewith are the property of Kalao, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Kalao.
The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the App (collectively, the “Kalao.io Materials”) are owned by Kalao.io, and are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Except as expressly set forth herein, your use of the App does not grant you ownership of or any other rights with respect to any content, code, data, or other materials that you may access on or through the App. We reserve all rights in and to the Kalao.io.
Any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to Kalao are non-confidential and Kalao will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You agree that you are responsible for your own conduct while accessing or using the App, and for any consequences thereof. You agree to use the App only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, in any involve proceeds of any unlawful activity; distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; impersonate another person (via the use of an email address, alias or otherwise); upload, post, transmit or otherwise make available through the App any content that infringes the intellectual proprietary rights of any party; operate to defraud Kalao.io, other users, or any other person or provide false, inaccurate or misleading information; use the App to violate the legal rights (such as rights of privacy and publicity) of others; engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); interfere with another individual’s or entity’s access to or use of the App; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the App about others, including without limitation email addresses, without proper consent; exploit the App for any unauthorized commercial purpose; modify, adapt, translate, or reverse engineer any portion of the App; remove any copyright, trademark or other proprietary rights notices contained in or on the App or any part of it; reformat or frame any portion of the App; display any content on the App that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the App or the content posted on the App, or to collect information about its users for any unauthorized purpose; create user accounts by automated means or under false or fraudulent pretenses; or access or use the App for the purpose of creating a product or service that is competitive with any of our products or services.
You may terminate these Terms at any time by canceling your account on the platform and discontinuing your access to and use of the platform. You will not receive any refunds if you cancel your account, or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the App due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the App or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
You expressly understand and agree that Kalao will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, loss in value of any digital goods, damages for loss of goodwill, use, data or other intangible losses (even if Kalao has been advised of the possibility of such damages), whether based on smart-contract, tort, negligence, strict liability or otherwise, resulting from: the use or the inability to use the platform; the cost of procurement of substitute goods and platforms resulting from any digital art, goods, data, information or platforms purchased or obtained or messages received or transactions entered into through or from the platform; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party on the platform; or any other matter relating to the platform. In no event will Kalao’s total liability to you for all damages, losses or causes of action exceed the amount you have paid Kalao in the last six months, or, if greater, one hundred dollars ($100).
Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the platform or with these terms of platform, your sole and exclusive remedy is to discontinue use of the platform.
A. You expressly understand and agree that your access to and use of Kalao is at your sole risk, and that the platform is provided “as is” and “as available” without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, we, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the app and any part of it (including, without limitation, the site, any smart contract, or any external websites), including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that : your access to or use of the app will meet your requirements, your access to or use of the app will be uninterrupted, timely, secure or free from error, usage data provided through the app will be accurate, the app or any content, services, or features made available on or through the app are free of viruses or other harmful components, or that any data that you disclose when you use the app will be secure. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you.
B. You accept the inherent security risks of providing information and dealing online over the internet, and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence.
C. We will not be responsible or liable to you for any losses you incur as the result of your use of the avalanche network or the metamask electronic wallet, including but not limited to any losses, damages or claims arising from : user error, such as forgotten passwords or incorrectly construed smart-contracts or other transactions; server failure or data loss; corrupted wallet files; unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute-forcing or other means of attack against the app, avalanche network, the metamask electronic wallet or avalanche-compatible browser or wallet.
D. Kalao goods are intangible digital assets that exist only by virtue of the ownership record maintained in the avalanche network. All smart contracts are conducted and occur on the decentralized ledger within the avalanche platform. We have no control over and make no guarantees or promises with respect to smart-contracts.
E. Kalao is not responsible for losses due to blockchains or any other features of the avalanche network or the metamask electronic wallet or any avalanche-compatible browser or wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the avalanche network, including forks, technical node issues, or any other issues having fund losses as a result.
F. To the fullest extent permitted by law and notwithstanding any other provision of this agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, the parties hereto hereby agree to eliminate any and all fiduciary duties the Kalao.io may have to the user, its affiliates, or the end users of the app or its content, provided that such exclusion or limitation of liability shall not extend to Kalao.io misappropriation of assets or funds of its users or its affiliates, or the end users of the app or content provided by Kalao.io or other acts or omissions that constitute a bad faith violation of the implied contractual covenant of good faith and fair dealing.
The Kalao Platform may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.
You agree to indemnify, defend and hold harmless Kalao.io and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to your breach of these Terms, your misuse of the App, your violation of applicable laws, rules, regulations or the rights of any third party and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy in connection with your access to or use of the Platform. Kalao.io reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Kalao.io in the defense of such matter.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site.You shall be responsible for reviewing and becoming familiar with any such modifications. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Platform will be effective immediately. Your continued use of the Platform and after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that Kalao may assign this Agreement without your prior consent to any of Kalao affiliates, or to its successors in interest of any business associated with the services provided by Kalao.io. This Agreement shall be binding upon the permitted assigns or transferees of each party.
You accept and acknowledge each of the following:
A. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Kalao.io Goods, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Kalao.io will not lose money. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Avalanche blockchain. You acknowledge these risks and represent that Kalao.io cannot be held liable for such fluctuations or increased costs.
B. You are solely responsible for determining what, if any, taxes apply to your Kalao.io-related transactions. Kalao.io is not responsible for determining the taxes that apply to your transactions on the Platform.
C. The Platform does not store, send, or receive Kalao.io Items. This is because KnownOrigin.io Items exist only by virtue of the ownership record maintained on the App’s supporting blockchain in the Avalanche network. Any transfer of Kalao.io Goods occurs within the supporting blockchain in the Avalanche network, and not on the App.
D. There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Kalao.io will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Avalanche network, however caused.
E. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Kalao.io ecosystem, and therefore the potential utility or value of Kalao.io Goods.
F. The Platform, AVAX and digital goods could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Kalao.io to continue to develop, or which could impede or limit your ability to access or use the App or Avalanche blockchain, including access to your digital assets or other funds, and new regulations or policies may materially adversely affect the development of the Kalao.io ecosystem, and therefore the potential utility or value of Kalao.io.
G. Upgrades by Avalabs to the Avalanche platform, a hard fork in the Avalanche platform, or a change in how transactions are confirmed on the Avalanche platform may have unintended, adverse effects on all blockchains using the standards AVAX digital assets, the ERC-20, ERC-721, ERC-1155 or other bespoke smart contracts, including the Kalao.io ecosystem.
H. You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies, digital assets and the Platform, which could result in the theft or loss of your digital assets or Kalao.io items. To the extent possible, it is intended to update the protocol underlying the Platform to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Platform, you acknowledge these inherent risks.
I. You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by Kalao.io. This warning and others provided in this Agreement by Kalao.io in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform.
J. Any use or interaction with the Platform requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of digital asset on the App does not indicate our approval or disapproval of the underlying technology regarding such type of digital asset, and should not be used as a substitute for your own understanding of the risks specific to each type of digital asset. We make no warranty as to the suitability of the digital assets referenced on the Platform and assume no fiduciary duty in our relations with you.
K. Use of the Platform, in particular for creating, buying or selling trading digital assets, may carry financial risk. digital assets and goods are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Kalao Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets and goods indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.
L. You are aware of and accept the risk of operational challenges. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on Kalao.io. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. We do not guarantee that Kalao.io is or will remain updated, complete, correct or secure, or that access to the Platform will be uninterrupted. Kalao.io may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Platform or the software underlying the App. Accordingly, you should verify all information on the Platform before relying on it, and all decisions based on information contained on Kalao.io are your sole responsibility and we will have no liability for such decisions.