THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST NFT INT, LLC, ITS AFFILIATES, MANAGERS, MEMBERS, SERVICE PROVIDERS, MARKETING PARTNERS, NFT ARTISTS, AND VENDORS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THIS AGREEMENT.
You agree to the Terms and Conditions in its entirety when you: (a) access or use the Website; (b) access and/or view any of the: (i) links to third-party resources and other information (“Third-Party Links"); and/or (ii) videos, audio, stories, testimonials, text, photographs, graphics, artwork, information and/or other content featured on the Website (the “Website Content," and together with the Third-Party Links, the “Content"); (c) participate in any of our contests or sweepstakes (collectively, the “Contests”); (d) purchase one of the non-fungible tokens (“NFT”) featured on the Website; (e) request, acquire or purchase any merchandise or other items through the Website; and/or (f) utilize the various registration forms, contact forms and/or contact information made available on the Website. Our services, together with the Website and Website Content, NFTs, social media pages, and Contests shall be collectively referred to as “the Offerings.”
Please review these Terms and Conditions carefully before accessing the Website or its Offerings. The Terms and Conditions supersede all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the Offerings and/or the products, services and/or programs provided by and/or through same. Unless explicitly stated otherwise, any future offer(s) made available to you on the Website that augment(s) or otherwise enhance(s) the current features of the Offerings shall be subject to these Terms and Conditions.
If you do not agree to the terms and conditions contained within the Terms and Conditions in its entirety, you should not use the Website and Offerings in any manner or form whatsoever.
(a) Generally. The Offerings are available only to individuals who can enter into legally binding contracts under applicable law. The Offerings are not intended for use by individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in their respective jurisdictions). If you are under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in your jurisdiction) and/or if you are unable to enter into legally binding contracts and/or you are a Prohibited Party (defined below) you do not have permission to use and/or access the Offerings, and we may terminate your access to the Offerings at any time and for any reason in our sole discretion.
(b) Prohibited Users. The Offerings are not available to (i) individuals or entities (including those owned or controlled by individuals) placed on the “Specially Designated Nationals and Blocked Persons List” by the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury; (ii) individuals or entities placed on the “Denied Persons List” by the Bureau of Industry and Security of the United States Department of Commerce; or (iii) residents and citizens or entities located in or incorporated under the laws of any country, territory or other jurisdiction subject to a U.S. Government embargo, or that have been designated by the U.S. Government as a terrorist-supporting country, including, without limitation, Balkans, Belarus, Burma, China, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Russia, Sudan, Syria, Zimbabwe, and the Crimea, Luhansk and Donetsk regions of Ukraine (collectively a “Prohibited Users”).
(b) Prohibited Access. In addition to the foregoing, individuals are not permitted to access the Offerings with a Jail-Broken Mobile Device, a Rooted Android Device or the substantial equivalent thereof. (For purposes of the Terms and Conditions, a “Jail-Broken Mobile Device” is a Mobile Device that runs Apple’s iOS operating system that has had any of its iOS-based software restrictions removed via any procedure that is not fully endorsed and authorized by Apple and a “Rooted Android Device” is a smartphone, tablet or other device running the Android mobile operating system for which privileged root access control has been enabled thereby opening the operating system for additional customization).
2. Modification. We reserve the right to amend the Terms and Conditions and/or the Offerings from time to time without notice to you. The Terms and Conditions will be posted on the Website, and you should review the Terms and Conditions prior to using, reusing, accessing or re-accessing the Offerings. By your continued use of the Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within these Terms and Conditions effective at that time.
3. Registration. You must submit the applicable registration form. We reserve the right, in our sole discretion, to deny access to the Offerings to anyone at any time and for any reason whatsoever.
4. Wallet, Cryptocurrency and Technology Requirements. Users shall be responsible, at all times, for obtaining and maintaining, at such users’ sole cost and expense: (a) all input/output devices or equipment (such as a computer/mobile device, up-to-date Internet browser version, modems, terminal equipment, computer equipment and software) and communications services (including, without limitation, Internet connection, a functioning an e-mail account, long distance or local telephone services) necessary to access the Offerings and for ensuring that such equipment and services are compatible with all relevant requirements; (b) functioning MetaMask or Coinbase or similar wallets (“Wallet”) capable of accessing the NFTs; and (c) any cryptocurrencies necessary to purchase and/or sell the NFTs including, where applicable, Ethereum (“ETH”). We do not guarantee the quality, speed or availability of the Internet connection associated with any mobile device and/or computer. We do not guarantee that the Offerings can be accessed: (i) on all mobile devices; (ii) through all wireless service plans; (iii) in connection with all Internet browsers; and/or (iv) in all geographical areas. Standard messaging, data and wireless access fees may apply to use of the Offerings through a wireless device. Users are fully responsible for all such charges and we have no liability or responsibility to any user, whatsoever, for any such charges billed by any wireless carrier.
You assume all risks associated with using an Internet-based cryptocurrency blockchain 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 on the blockchain and/or within your Wallet. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulation and/or new interpretations of existing regulations in the areas of securities, commodities, futures, banking, finance, currencies, trade and consumer rights in one or more jurisdictions could substantially affect the value of the Offerings as well as your rights to access, control, buy, sell or trade the Offerings. New regulations in any country or other jurisdiction could negatively impact such technologies impacting the value for your NFTs. You understand and accept all risk in that regard. Without limiting the foregoing, you assume all responsibility for any adverse effects of disruptions, devaluation, restrictions, or other issues impacting cryptocurrency platforms.
5. NFTs. All purchases of NFTs, as well as the terms, conditions and restrictions associated with your ownership and use of same shall at all times be subject to a separate agreement between you and us (“Owner Agreement”). A purchaser of an NFT may obtain certain ownership rights in and to the specific image depicted in the NFT as it resides on the blockchain; provided, however, that certain restrictions shall apply with respect to use of same, and that purchaser shall have only a limited license to the individual layered files, traits and digital works associated with same (collectively, “Digital Object(s)”).
NFTs are intended as collectible items for individual enjoyment only, not for investment vehicles. Please be aware that the prices of NFTs are extremely volatile, and price fluctuations in cryptocurrencies could impact the price of your NFTs both positively and negatively. We make absolutely no promise or guarantee that the NFTs will increase in value or maintain the same value as the amount you paid to purchase same. You understand and agree that the NFTs have no inherent monetary value, and they should be treated as nothing more than a collectible. No information and/or Content made available by and through the Offerings is or should be considered advice or an invitation to enter into an agreement for any investment purpose. Further, no element of the Offerings qualifies or is intended to be an offering of securities in any jurisdiction, nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. It remains your sole and exclusive responsibility to assure that the purchase and sale of NFTs, and the use of cryptocurrencies, complies with laws and regulations in your jurisdiction and all applicable jurisdictions.
6. Items. With respect to any items that may be acquired offered or purchased by and through the Website, including without limitation NFTs, we do not warrant that the item descriptions are accurate, complete, reliable, or error free. If items are depicted on the Website, we will make every effort to display them as accurately as possible. However, there may be differences between the actual items and the depiction of same. For example, the actual colors you see may depend on your monitor/screen and other factors associated with your computer, mobile device or other device used to access the Website, as applicable, we cannot guarantee that the depiction of any color as viewed by you through your monitor/screen will be fully accurate.
We reserve the right to limit awards or sales of such items, including NFTs, to any person, geographic region or jurisdiction on a case-by-case basis. All descriptions of such items are subject to change at any time, without notice, in our sole discretion. We reserve the right to discontinue any certain items at any time. Any offer for any items made on the Website is void where prohibited by law.
In the event that an item is listed at an incorrect price point due to a typographical error or an error in pricing information, we reserve the right to refuse or cancel any orders placed based on an incorrect price. We shall have the right to refuse or cancel any order whether or not the order has been confirmed and whether or not the applicable user paid for such item. If a user has already paid for an item and that order is cancelled, we shall issue a credit to that user’s Payment Method (as defined below) in the amount of the subject charge.
7. Purchases; Billing Provisions.
(a) NFTs. Where a user wishes to obtain an NFT, upon such user agreeing to the applicable Terms and Conditions and, subsequently, connecting her/his/its Wallet to the designated area of the Website, that user’s Wallet will be immediately charged the applicable purchase fee (the “NFT Fees”). The NFT Fees are exclusive of any and all applicable taxes (including sales tax) and transactional fees required to create, send, and document the NFT transaction on the blockchain.
(b) General Billing Provisions. All NFT Fees are payable in Cryptocurrency or USD. By making a purchase by and through the Website, you: (i) represent that you are authorized to use the Wallet that you utilized in connection therewith and that any payment information that you provide is true and accurate; and (ii) authorize us to charge the NFT Fees to your Wallet. You must promptly notify us of any changes to your Wallet. Any attempt to defraud through the use of any Wallet, regardless of the outcome, or any failure by you to honor legitimate charges or requests for payment, will result in immediate termination of your access to the Offerings (including any NFTs) and pursuit of arbitration, civil litigation and/or criminal prosecution. NFT quantities are limited. In the event that we are unable to fulfill your NFT order due to supply limitations, you will be refunded all amounts charged to your account, which shall be your sole and exclusive remedy.
UNLESS OTHERWISE INDICATED ON THE WEBSITE AND/OR IN THE NFT TERMS AND CONDITIONS, ALL FEES ARE FINAL AND NON-REFUNDABLE.
(c) Electronic Signatures. Authorization to bill for the Fees is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Reliance on your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted (collectively, the “E-Sign Act”). The E-Sign Act specifically pre-empts all state laws that recognize only paper and handwritten signatures. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the E-Sign Act and other similar state and federal statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE OFFERINGS. Further, you hereby waive any rights and/or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. You acknowledge and agree that you have the ability to print or store information delivered to you electronically in a way that ensures that it remains accessible to you in unchanged form.
(a) General Terms. Subject to the Terms and Conditions, users that possess the requisite technology shall have the opportunity to view, download and/or interact with all or some of the Content made available by and through the Website and/or other Offerings. The Content shall at all times remain subject to the disclaimers set forth in the NFT Terms and Conditions. We do not control Content provided by third-party providers that is made available by and through the Offerings. Please be advised that we do not verify or fact-check statements made by third-party providers, and that the third-party providers themselves are solely responsible for the accuracy, completeness, appropriateness, safety and/or usefulness of such Content. We do not represent or warrant that the Content and other information posted by and/or through the Offerings is accurate, complete, up-to-date or appropriate. Users agree that we shall have no obligation and incur no liability to such users in connection with any Content. Users may find certain Content to be outdated, harmful, inaccurate and/or deceptive.
(b) Non-Endorsement. The publication of any Content provided by third-party providers (including user content) by and through the Offerings does not constitute any type of endorsement of the subject third-party provider or third-party digital marketplace.
9. Contests. From time-to-time, Contests and/or Sweepstakes may be offered on the Website. Those events, should they be offered, will be governed by a separate set of Sweepstakes Official Rules (“Sweepstakes Official Rules”) to be published separately.
10. Compliance with Laws. You acknowledge that there are various rules, regulations and laws that address NFTs, cryptocurrencies and blockchain technology (collectively, “Emerging Technology Laws”), and that Emerging Technology Laws may be established by each individual U.S. state, or jurisdiction and jurisdictions outside the United States. In addition to the Emerging Technology Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city and state in which you reside and from which you access the Website and its Offerings including, without limitation, U.S. export control laws, political contribution laws, anti-money laundering laws, USA Patriot Act, as amended, anti-corruption laws, and the laws of all other applicable jurisdictions (together with Emerging Technology Laws, “Applicable Law”). You agree to comply, and are solely responsible for your compliance with, all Applicable Law. You acknowledge and agree that your purchase and/or sale of NFTs and use of cryptocurrency in connection therewith is at your own risk, and we cannot be held responsible or liable if Applicable Law restricts or prohibits your access to, or ability to purchase and/or sell NFTs as more fully explained and agreed above.
11. Standards of Conduct. You warrant and represent that neither you nor any of your agents or other representatives has performed or will perform any of the following acts in connection with use of this site, any compensation paid or to be paid hereunder, any payment made or to be made hereunder, or any other transactions involving the business interests related to such use: offer or promise to pay, or authorize the payment of, any NFT, or give or promise to give, or authorize the giving of, any services or anything else of value, either directly or through a third party, to any official or employee of a public international organization or any private entity, or of any agencies or subdivisions thereof, or of any public international organizations or governmental instrumentalities, or to any political party or official thereof or to any candidate for political office for the purpose of (i) influencing any act or decision of that person in his or her official capacity, including a decision to fail to perform his official functions with such government, instrumentalities, or private entity, (ii) inducing such person to use his influence with such government, instrumentalities, or private entity to affect or influence any act or decision thereof or (iii) securing any improper advantage.
12. Cancellation of Account. You may cancel your account at any time by e-mailing us at: [email protected] or by ceasing to use the Offerings. In addition, we reserve the right to cancel the account of any user for any reason or no reason, in our sole and absolute discretion. You understand and agree that cancellation of your account is your sole right and remedy with respect to any dispute you may have with us, the Website, the Offerings, etc. Upon any termination and/or cancellation of your account, your license grant, as set forth in Section 12 below shall immediately terminate. You shall not receive any refund for Fees paid up to the date of cancellation or termination.
13. License Grant. As a user of the Website, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Offerings and all other material, products and/or services posted or made available by and through same (collectively, “the Material”) in accordance with the Terms and Conditions. We may terminate this license at any time for any reason. Unless otherwise expressly authorized by us, you may only use the Material for your own personal, non-commercial use. No part of the Material may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Material and/or any portion thereof. You may not create any “derivative works” by altering any aspect of the Material. You may not use Material in conjunction with any other third-party content (e.g., to provide sound for a film). You may not exploit any aspect of the Material for any commercial purposes not expressly permitted by us (including the bundled sale of any Material). Systematic retrieval of the Material by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from us is strictly prohibited. You further agree to indemnify and hold us harmless for your failure to comply with this section. We reserve all rights not explicitly granted in the Terms and Conditions.
14. Proprietary Rights. All Material is owned or licensed by or to us and is protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Terms and Conditions, no part of the Material may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, Website or other medium or for any commercial purpose, without prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to any of the Material. The posting of information or material on the Website does not constitute a waiver of any right in or to such information and/or materials, and we reserve all rights not expressly granted hereunder.
15. Indemnification. To the fullest extent permissible by applicable law, you agree to indemnify and hold the Covered Parties harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your unauthorized and/or improper use of the Offerings; (b) your breach of the Terms and Conditions and/or violation of Applicable Law; (c) any dispute between you and any other users and/or other third parties; (d) any claim that we owe any taxes, fees, penalties or fines in connection with your use of the Offerings; (e) your violation of any rights of another individual and/or entity; and/or (f) your sublicense or attempt to sublicense any of the NFT’s or any other Offerings. The provisions of this Section 14 are for the benefit of us and the other Covered Parties. To the fullest extent permissible by applicable law, each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
16. Disclaimer of Warranties. THE OFFERINGS, NFTS, MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE MAKE NO WARRANTY THAT THE OFFERINGS, NFTS, MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME, AS WELL AS BLOCKCHAIN TECHNOLOGY: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; (E) WILL RESULT IN ANY SPECIFIC INVESTMENT INCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (F) WILL RESULT IN YOUR ACCESS TO ANY CONTEST; AND/OR (G) WILL BE ACCURATE OR RELIABLE. THE OFFERINGS, MATERIAL AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Please be aware that the prices of NFTs are extremely volatile, and price fluctuations in cryptocurrencies could impact the price of your NFTs both positively and negatively. Given this volatility, NFTs should not be considered investments, as more fully explained and agreed above. You assume all risks in connection therewith. No information and/or Content made available by and through the Offerings is or should be considered advice or an invitation to enter into an agreement for any investment purpose. Further, no element of the Offerings qualifies or is intended to be an offering of securities in any jurisdiction, nor does it constitute an offer or an invitation to purchase shares, securities or other financial products. It remains your sole and exclusive responsibility to assure that the purchase and sale of NFTs, and the use of cryptocurrencies, complies with laws and regulations in your jurisdiction.
You assume all risks associated with using an Internet-based cryptocurrency 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, as more fully explained and agreed above. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled, as more fully explained and agreed above. New regulations could negatively impact such technologies impacting the value for your NFTs, as more fully explained and agreed above. You understand and accept all risk in that regard, as more fully explained and agreed above. Without limiting the foregoing, you assume all responsibility for any adverse effects of disruptions or other issues impacting ETH or the ETH platform, as more fully explained and agreed above.
17. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, ENHANCED AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, STATUTORY DAMAGES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE OFFERINGS, NFTS, MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE WEBSITE; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (D) ANY MATTER RELATED TO THE ETHEREUM PLATFORM OR CRYPTOCURRENCY, BLOCKCHAIN TECHNOLOGY AND/OR ANY USER’S WALLET; (E) THE FAILURE TO REALIZE ANY SPECIFIC INVESTMENT OUTCOME, REVENUE OR OTHER FINANCIAL OUTCOME; (F) YOUR FAILURE TO OBTAIN ACCESS TO ANY CONTEST; AND/OR (G) ANY OTHER MATTER RELATING TO THE OFFERINGS, NFTS, MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, VIOLATIONS OF LAW AND CIVIL REMEMDIES BASED THEREON, DECEPTIVE AND UNFAIR TRADE PRACTICES, MISREPRESENTATIONS AND ANY AND ALL OTHER TORTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU HEREBY RELEASE US FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, OUR MAXIMUM LIABILITY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF OUR BARGAIN AND THE BASIS FOR WHICH WE ARE PERMITTING YOUR ACCESS TO THE OFFERINGS, NFTS, MATERIAL, AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED IN CONNECTION WITH SAME WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND, IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
FOR CALIFORNIA ENTRANTS: EACH ENTRANT UNDERSTANDS AND AGREES THAT ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE OF THE UNITED STATES ARE HEREBY EXPRESSLY WAIVED BY HIM/HER AGAINST THE COVERED PARTIES. SECTION 1542 READS AS FOLLOWS:
“CERTAIN CLAIMS NOT AFFECTED BY A GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
18. Legal Warning. If you bypass or disable any portion of the Offerings or associated software or you attempt to circumvent or tamper with the NFTs in any way, you are in violation of the Terms and Conditions and your account is subject to suspension or termination without further notice. Termination of your account will not excuse you from any criminal or other civil liabilities that may result from your actions.
19. Third-Party Websites. The Offerings may provide links to other websites and/or resources including Social Media Websites and secondary digital marketplaces. We have no control over such third-party websites and/or resources. Furthermore, we do not endorse, and are not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials available at or from such third-party websites or resources, or for any damages and/or losses arising therefrom or associated therewith.
21. Copyright Policy/DMCA Compliance. We reserve the right to terminate the account of any user who infringes upon third-party copyrights. If any user or other third-party believes that a copyrighted work has been copied and/or posted via the Offerings in a way that constitutes copyright infringement, that party should provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location of the copyrighted work that such party claims has been infringed upon; (c) a written statement by such party that it has a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) such party’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such party that the above information in such party’s notice is accurate and, under penalty of perjury, that such party is the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
NFT INT LLC
1776 Park Avenue
Park City, UT 84060
22. Dispute Resolution Provisions. The Terms and Conditions shall be treated as though it were executed and performed in Wilmington, Delaware and shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles). The parties (and Covered Parties) hereby agree to arbitrate all claims that may arise under and/or relate to the Offerings and/or the Terms and Conditions. Without limiting the foregoing, should a dispute arise between the parties/any Covered Parties including, without limitation, any matter concerning the Offerings, the terms and conditions of the Terms and Conditions or the breach of same by any party hereto: (a) the parties/Covered Parties agree to submit their dispute for resolution by arbitration before JAMS in Delaware, in accordance with their then-current commercial arbitration rules; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here.
The Covered Party(ies) named in your Initial Dispute Notice (collectively, the “Named Parties”) may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offer and you do not accept it, or such Named Party(ies) cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before the JAMS office New Castle County, Delaware or, for US residents, your US county of residence, by filing a separate Demand for Arbitration. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards relief that is greater than the applicable Final Settlement Offer, then the Named Party(ies) will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the Named Party(ies) will reimburse any reasonable attorneys' fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although the Named Party(ies) may have a right to an award of attorneys' fees and expenses if Named Party(ies) prevail(s) in arbitration, the Named Party(ies) will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
CLASS ACTION WAIVER: To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against any of the Covered Parties. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that any Covered Party incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Website.
FOR PURPOSES OF ANY COURT PROCEEDINGS, YOU AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE, AND NOT A JURY, AND YOU HEREBY WAIVE ANY RIGHT TO A TRIAL BEFORE A JURY. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED AND SHALL NOT APPLY TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
23. California User Consumer Rights. In accordance with Cal. Civ. Code Sec. 1789.3, California State resident users may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to [email protected].
24. Miscellaneous. Should any part of the Terms and Conditions be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. These Terms and govern all uses of the Offerings and Material. To the extent that anything in or associated with the Offerings is in conflict or inconsistent with these Terms and Conditions, these Terms and Conditions shall take precedence; provided, however, that with respect to: (a) NFTs, to the extent that anything in these Terms and Conditions is inconsistent with the NFT Terms and Conditions, the NFT Terms and Conditions shall take precedence; (b) any Contests, to the extent that anything in these Terms and Conditions is inconsistent with the applicable Contest Rules, those Contest Rules shall take precedence; and/or (c) any Owner Promotions, to the extent that anything in these Terms and Conditions is inconsistent with the applicable Owner Promotion Rules, those Owner Promotion Rules shall take precedence. Any failure to enforce any provision of the Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Terms and Conditions.
25. Contact Us. If you have any questions about the Terms and Conditions or the practices of wintrumprizes.com, please feel free to e-mail us at: [email protected].
Last Updated: November 21, 2022