Last Updated: May 15, 2023
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will provide notice of such changes by updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Services, you confirm your acceptance of the Terms and all of the terms incorporated therein by reference effective as of the date the Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Websites or the Services.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITES AND THE SERVICES. BY ACCESSING OR USING THE WEBSITES OR THE SERVICES, INCLUDING ANY FEATURES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING AND USING THE WEBSITES AND THE SERVICES.
II. REGISTRATION & USE OF THE WEBSITES
- Eligibility. To use the Websites you must enter into a binding agreement with nft42, Inc. by accepting these Terms. This requirement includes your acknowledgment that you must be at least 18 years old to participate or otherwise have reached the age of majority in your jurisdiction and are able and competent to enter into this agreement.
- Access to the Websites and Registration. You do not need to make an account to use the Websites or to view the content on it. You understand that certain features may require registration to use or participate in. If you choose to register, you agree to provide us with current, complete and accurate registration information and to maintain and properly update such information (“Registration Data”). You further agree that, in providing the Registration Data, you will not knowingly omit or misrepresent any material facts or information and you will promptly enter corrected or updated Registration Data via the Websites, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your access to and use of the Websites.
- Reasonable Efforts. We will use commercially reasonable efforts to maintain the Website. You acknowledge that operation of the Website may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors. We will not be responsible to any users or others for any such interruptions, errors or problems.
- No Technical Support Obligations. We are not obligated to provide you with support or assistance related to accessing, using, or configuring the Website, diagnosing or resolving Website-related errors or other issues, or answering Website-related questions. However, we may, in our sole discretion, decide to provide you with such support or assistance, provided that we may suspend or discontinue such support or assistance at any time in its sole discretion for any reason or no reason, with or without notice.
III. WEBSITE & LICENSE RESTRICTIONS
- Unauthorized Use. In connection with this Agreement, you agree not to directly or indirectly: (i) make any unauthorized use of the Company Materials (as defined below); (ii) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise attempt to discover or derive the source code, algorithm or programs underlying the Website and/or the Company Materials; (iii) attempt to probe, scan or test the vulnerability of the Website, breach the security or authentication measures of the Website without proper authorization or willfully render any part of the Website or services unusable; (iv) use or access the Website to develop a product or service that is competitive with our products or services or engage in competitive analysis or benchmarking; or (v) otherwise use the Website outside the scope expressly permitted in the Agreement.
- No Illegal Activity. You agree not to use the Website in relation to any activities associated with or in connection to: (i) any violation of any law, rule or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (ii) illegal or fraudulent goods or services, including, but not limited to, counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety, illegal online gambling, escort services, prostitution, pyramid schemes, unlicensed sale of firearms and certain weapons or any type of money laundering; or (iii) any activity that we deem, in our sole discretion, may be associated with a high level of risk, may create liability for us or may cause us to lose the services of any third party service providers, including activities that may be deemed harassment or hate speech. You may not use the Website in any manner that we deem, in our sole discretion, could damage, disable, overburden, impair or interfere with any other person or entity’s use of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. You agree not to scrape any content from the Website or use any automated means to access, download or gather information from the Website other than such automated means which may be intentionally made available by us. We reserve the right to remove any content (including content contributed or created by users) from the Website, in our sole discretion.
- Sanctions Compliance. You agree not to access or use the Website from any country in which such access or use is prohibited by applicable law. You hereby represent and warrant that you are not: (i) located in, and will not use the Website in, a jurisdiction that is subject to United States economic sanctions, including but not limited to Cuba, Iran, Iraq, North Korea, Russia, Sudan, and Syria; (ii) a person listed on any U.S. Government blacklist (which includes the List of Specially Designated Nationals and blocked persons, the Consolidated Sanctions List administered by OFAC, and the Denied Persons List or Entity List administered by the U.S. Department of Commerce) (“Sanctioned Person”); or (iii) controlled or owned by a Sanctioned Person.
IV. PROPRIETARY RIGHTS AND LICENSES
- Ownership of Website Content and Marks. The Website and all content published on or accessible through the website, and computer code, the look and feel, design and organization of the Website and any compilation of the foregoing, except for User Content as described below (“Content”) is the property of nft42, Inc. All trademarks, logos, service marks, trade names, and trade dress appearing on the Website (“Marks”) are the property of nft42, Inc. You acknowledge that nft42, Inc. is the sole owner of the Content and the Marks on the Website, and that you do not acquire any ownership interest in them.
- Limited License to Users. Subject to your acceptance of these Terms, we grant you a non-exclusive, limited, non-transferable, freely revocable license to use the Website for your own personal, non-commercial use, only as permitted by the features of the Website. We reserved all rights not expressly granted herein to the Website and any Content on it. We also reserve the right to terminate your license at any time and for any reason.
- User Content Ownership and License. You retain the rights to any content or other material that you submit or upload to the Website (“User Content”). However, you represent and warrant that you have all necessary rights to grant us, and that you do grant us, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use with the Website for commercial and noncommercial purposes. You also grant each user of the website a non-exclusive license to access your content through the Website, and to reproduce, distribute, display, or perform it as permitted by the functionality of the Website.
- Posting User Content. The Website may offer you the ability to post and communicate content such as comments on certain media published on the Website. You agree that any User Content you submit to the site will comply with these Terms and with any restrictions on conduct set forth herein. You also acknowledge that there is no expectation of privacy for any User Content that you post using these tools, and so we encourage you to exercise appropriate caution. We reserve the right to remove any and all User Content at any time, without notice, for any reason, and in our sole discretion.
- Feedback. You grant to us a worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Website any suggestion, enhancement request, recommendation, correction, or other feedback you provide.
V. THIRD PARTY PROPERTIES, WEBSITES & APPLICATIONS
- Third Party Properties. The Website may include features or functionality provided by, or that interoperate, with software and services developed, owned, controlled and/or operated by third parties (such software and services, collectively, “Third Party Properties”). Third Parties Properties, the availability of related features and functionality within the Website and the interoperability of the Website with Third Party Properties may be modified, suspended or terminated at any time and without prior notice. You agree that we shall have no liability with respect to any of the foregoing or with respect to any errors, defects, unavailability, security breaches or other adverse events relating to any Third Party Properties. You are solely responsible for ensuring, and agree to ensure, that your use of the Website in connection with any and all Third Party Properties complies with all policies, terms, and rules applicable thereto.
- Third Party Websites & Applications. The Website may include advertisements or other links to third party websites, or requires the use of third party applications, plugins or extensions, or other online services, that are owned, operated and/or controlled by third parties. If you use such third party links, applications or services, you may leave our website(s). You acknowledge and agree that we are not responsible and shall have no liability for the content of such third party websites, applications and services, products or services made available through them, or any use of or interaction with the same.
VI. TERM & TERMINATION
- Term. This Agreement will commence as of your first use of the Website (the “Effective Date”) and will continue until terminated as provided by this Agreement.
- Termination of Access. We may terminate your access to the Website at any time, including suspending any account you have made with us, with or without notice, if we, in our sole discretion, believe you have violated any provision of these terms. Such termination does not limit any of our rights or remedies at law or in equity.
- Copies. Upon termination of your access or account, or upon deleting any pieces of User Content from the Website, you acknowledge that copies, references, or cached versions of User Content may not be immediately removed. Such removed User Content may persist as backups for a reasonable period of time and that User Content may be available to through other users accounts as applicable because of their interactions with the Website. You agree to release nft42, Inc. from any and all claims related to the retention of deleted content.
- Effect of Termination. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the terms and conditions relating to proprietary rights, fees, confidentiality, disclaimers, assumption of risk, limitations of liability, indemnification, termination and the general provisions.
VII. REPRESENTATIONS & WARRANTIES
- You represent, warrant and covenant to us, that: (a) you have the full power and authority to enter into this Agreement; (b) the execution of this Agreement and your performance of all obligations under this Agreement do not violate any other agreement to which you are a party; and (c) this Agreement constitutes a legal, valid and binding obligation of you upon Acceptance.
- You represent, warrant and covenant to us that in connection with this Agreement or the Website, you will not attempt to: (i) violate any laws, rules or regulations or infringe or otherwise violate any third party rights; (ii) use the Website if nft42, Inc. has banned or suspended you; or (iii) defraud nft42, Inc. or any other person or entity.
VIII. LIMITATION OF LIABILITY & INDEMNIFICATION
- EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY CLAIM, WHETHER BASED UPON OR RELATED TO BREACH OF CONTRACT, BREACH OF STATUTORY DUTY, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE BY THE USER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. SUCH LIMITATION OF LIABILITY SHALL EXTEND TO ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR THE USER’S BREACH OF PROPRIETARY RIGHTS AND LICENSE RESTRICTIONS.
- APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY, IN WHICH CASE THE LIABILITY OF NFT42, INC. WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
- You agree to defend, indemnify and hold harmless nft42, Inc. and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any provision(s) of this Agreement; (iii) your violation of any third-party right; (iv) your violation of any applicable law, rule, or regulation; or (v) any claim arising or as a result of any User Content that you submitted to the Website.
IX. DISCLAIMER OF WARRANTIES
- UNLESS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT US AND OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTIES OF ANY KIND TO THE USER IN CONNECTION WITH THE WEBSITE, INCLUDING ANY EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT THE USER’S USE OF THE WEBSITE, INCLUDING THE SOFTWARE AND ANY SOFTWARE CODE, DOCUMENTATION, INFORMATION OR OTHER MATERIALS AND THIRD PARTY PRODUCTS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, IS AT THE USER’S SOLE RISK AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
- THE USER EXPRESSLY UNDERSTANDS AND AGREES: (i) THAT WE MAKE NO WARRANTY THAT THE WEBSITE WILL MEET THE USER’S REQUIREMENTS OR EXPECTATIONS; (ii) THAT THE USER’S ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; (iii) THAT ANY DEFECTS IN THE WEBSITE WILL BE CORRECTED; (iv) THAT THE WEBSITE OR ANY SERVER THROUGH WHICH THE USER ACCESSES OR USES THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING ANY THIRD PARTY PRODUCTS.
- THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT, IN USING THE WEBSITE, SENSITIVE INFORMATION MAY TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER OUR CONTROL (SUCH AS THIRD PARTY SERVERS) AND WE MAKEe NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
X. GENERAL PROVISIONS
- Export Laws. The user shall not export, directly or indirectly, any technical data acquired from the Website, or any service utilizing any such data, to any country in violation of any applicable export laws or regulations.
- Modification. This Agreement may only be modified or amended in a writing signed by authorized representatives of both Parties.
- Notice. All notices under this Agreement must be in writing and transmitted via email. Notice will be deemed to have been duly given when receipt is electronically confirmed. Notice to nft42, Inc. must be sent to email@example.com. Notice to the user may be sent to any email address provided to us by the user.
- Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
- No Third Party Beneficiaries. The provisions of this Agreement are intended for the benefit of and are enforceable solely by the Parties hereto, and nothing in this Agreement will be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof.
- Governing Law, Jurisdiction, & Venue. This Agreement and all related documents, and all matters arising out of or relating to this Agreement and the Website provided hereunder, including the relationship between the Parties, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any claim, action or proceeding by either Party shall be brought only in any court located in Chicago, Illinois. The Parties hereby irrevocably submit to the personal and exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
- Claims & Dispute Resolution. The Parties agree to resolve any and all disputes or claims arising under or related to this Agreement by first making a good faith attempt to resolve such dispute or claim. In the event that no resolution is reached after thirty (30) days, then either Party may initiate an action in accordance with this Agreement. The Parties agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.
- Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the other Party’s prior written consent; provided that either party may assign or transfer all of its rights and obligations under this Agreement without such consent to a successor-in-interest to all or substantially all of such Party’s assets, business or equity interests relating to this Agreement (whether affected by merger, acquisition, sale of assets, change of control or otherwise).
- Waiver & Severability. Any failure of nft42, Inc. to enforce or exercise a right provided in this Agreement is not a waiver of that right. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions herein, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.