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Terms & Conditions

Terms of Use

Last Modified: June 28, 2021

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Virtual Rights Management, LLC (“Company“, “we” or “us“). The following terms and conditions, together with any documents, terms and conditions they expressly incorporate by reference (collectively, these “Terms of Use“), govern your access to and use of our websites located at https://www.ariaexchange.com and https://thearianetwork.com (the “Website”), as well as any other solutions, applications, content, functionality, and services offered by or through the Company related thereto (collectively, the “Marketplace,” and the services made available by or through the Marketplace, the “Services”), including, without limitation, the Aria marketplace and related services and functionality. 

The part of the Marketplace called the “ARIA Exchange” allows users to purchase and sell Digital Assets, either directly from and to the Company and/or its affiliates, or from and to other Marketplace users, and these Terms of Use will, without limitation, apply to the purchase, sale, exchange, use or modification of Digital Assets made available on or through the Marketplace. For purposes of these Terms of Use, “Digital Assets” refers to unique non-fungible cryptographic tokens implemented on the herera hashgraph ledger (the “Blockchain Platform”) using smart contracts, and made available on or through the Marketplace.

Please read the Terms of Use carefully before you start to use the Marketplace. By using the Marketplace, or by clicking to accept the Terms of Use when this option is made available to you, you agree to be bound and abide by these Terms of Use and our privacy notice (the “Privacy Policy”), found on our Websites, incorporated herein by reference. THESE TERMS OF USE CONTAIN WAIVERS OF YOUR CLASS-ACTION RIGHTS AND LIMITATIONS ON THE LIABILITY OF THE COMPANY AND ITS AFFILIATES TO YOU. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Marketplace. All information we collect on this Marketplace is subject to our Privacy Policy. By using the Marketplace, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

The Marketplace is offered and available to users who are 18 years of age or older. The Marketplace is unavailable to users who are convicted sex offenders and users who have previously had their account disabled by the Company for violations of these Terms of Use or other applicable policies. If the user is an organization, you affirm you have the right, power, and authority to enter into this agreement on behalf of, and to bind, said organization. If you do not agree to the terms of this agreement, you must not use the Marketplace or any of our services. By using this Marketplace, you represent and warrant that you are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. You represent that you are legally permitted to use the Marketplace in your jurisdiction including owning Digital Assets and interacting with the Marketplace in any way. If you do not meet all of these requirements, you must not access or use the Marketplace. Without limiting the foregoing, by using our Marketplace, you acknowledge and understand that laws regarding cryptographic tokens, including Digital Assets, may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of our Marketplace.  You further represent and warrant that you will not use the Marketplace if the laws of your country of residency prohibit you from doing so in accordance with these Terms of Use. For the avoidance of doubt, the ability to access our Marketplace does not necessarily mean that the Marketplace, or your activities through it, are legal under the laws, regulations or directives relevant to your jurisdiction. All of the Marketplace, or the services made available through our Marketplace, may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part of our Marketplace. The availability of our Marketplace does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation.  By accessing or using the Marketplace, you explicitly agree that the smart contracts built into the Digital Assets made available on or through the Marketplace are legally binding and enforceable upon you and the contract counterparty. 

Digital Assets

The Marketplace allows you to purchase and sell Digital Assets on the Blockchain Platform, either from and to the Company and/or its affiliates, or from and to other Marketplace users. Purchases of Digital Assets may occur via such methods, including “buy now” or auction functions, as shall be made available on the Marketplace from time to time by the Company.

THE MARKETPLACE IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. WE FACILITATE TRANSACTIONS BETWEEN BUYERS AND SELLERS IN THE MARKETPLACE, BUT ARE NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF DIGITAL ASSETS OR BETWEEN ANY USERS (OTHER THAN WITH RESPECT TO DIGITAL ASSETS SOLD OR PURCHASED DIRECTLY BY US).

YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF DIGITAL ASSETS YOU PURCHASE ON THE MARKETPLACE. 

Ownership of Digital Assets

YOUR OWNERSHIP OF DIGITAL ASSETS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH DIGITAL ASSETS FROM A LEGITIMATE SOURCE AND NOT THROUGH WRONGFUL SEIZURE OR RECEIPT.

For the purposes of these Terms of Use, the following capitalized terms will have the following meanings: 

“Content” means any photographs, art, designs, and drawings, sounds, music, text or other content (in any form or media, including, without limitation, video or photographs) that may be associated with a Digital Asset that you Own.

“Own” means, with respect to a Digital Asset, a Digital Asset that you have purchased or otherwise rightfully acquired from a legitimate source (and not through wrongful seizure or receipt), where proof of such purchase is recorded on the Blockchain Platform.

“Purchased Asset” means a Digital Asset that you Own. 

“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

  1. Ownership of Digital Asset.  Because each Digital Asset purchased via the Marketplace is a Digital Asset on the Blockchain Platform, when you purchase a Digital Asset in accordance with these Terms of Use, you own the underlying Digital Asset completely.  This means that you have the right to swap your Digital Asset, sell it, or give it away. Ownership of the Digital Asset is mediated entirely by the Blockchain Platform. Except as otherwise permitted by these Terms of Use in cases where we determine that the Digital Asset has not been rightfully acquired from a legitimate source (including, without limitation, through wrongful seizure or receipt), at no point will we seize, freeze, or otherwise modify the ownership of any Digital Asset. 
  2. We Own the Marketplace.  You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Marketplace, and all intellectual property rights therein (including, without limitation, all Content, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Marketplace (collectively, the “Marketplace Materials”)).  You acknowledge that the Marketplace Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Marketplace Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Marketplace or otherwise contained in the Marketplace Materials are proprietary to us or our licensors.
  3. No User License or Ownership of Marketplace Materials. Except as expressly set forth herein, your use of the Marketplace does not grant you ownership of or any other rights with respect to any content, code, data, or other Marketplace Materials that you may access on or through the Marketplace. We reserve all rights in and to the Marketplace Materials that are not expressly granted to you in these Terms of Use.
  4. Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a Digital Asset, whether via the Marketplace or otherwise, does not give you any rights or licenses in or to the Marketplace Materials (including, without limitation, any copyright in and to the associated Content) other than those expressly contained in these Terms of Use; (b) that you do not have the right, except as otherwise set forth in these Terms of Use, to reproduce, distribute, or otherwise commercialize any elements of the Marketplace Materials (including, without limitation, any Content) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
  5. User License to Content.  Subject to your continued compliance with these Terms of Use, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content for your Purchased Assets, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Purchased Assets, provided that the marketplace cryptographically verifies each Digital Asset owner’s rights to display the Content for their Purchased Asset to ensure that only the actual owner can display the Content; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Asset, provided that the website/application cryptographically verifies each Digital Asset’s owner’s rights to display the Content for their Purchased Asset to ensure that only the actual owner can display the Content, and provided that the Content is no longer visible once the owner of the Purchased Asset leaves the website/application.  
  6. Restrictions on Ownership.  You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Content for your Purchased Asset in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Content for your Purchased Asset to advertise, market, or sell any third party product or service; (c) use the Content for your Purchased Asset 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) use the Content for your Purchased Asset in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms of Use or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Content for your Purchased Asset; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content for your Purchased Asset; or (g) otherwise utilize the Content for your Purchased Asset for your or any third party’s commercial benefit.
  7. Third Party IP. If the Content associated with your Purchased Asset contains Third Party IP (e.g., licensed intellectual property from a celebrity or brand), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Content, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section.
  8. Other Terms of License.  The license granted in clause (v) above applies only to the extent that you continue to Own the applicable Purchased Asset. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased Asset for any reason, the license granted in clause (v) will immediately expire with respect to that Digital Asset without the requirement of notice, and you will have no further rights in or to the Content for that Digital Asset. The terms of this Section will survive the expiration or termination of these Terms of Use. 

License and Access to Marketplace

Subject to the above terms under “Ownership of Digital Assets,” and subject to your compliance with these Terms of Use and your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Marketplace and Services. This license does not include any resale or commercial use of the Marketplace, or its contents (other than the resale of Digital Assets in accordance with the intended functionality of the Marketplace and/or these Terms of Use); any collection and use of any product listings, descriptions, or prices; any derivative use of any service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Use are reserved and retained by the Company or its licensors, suppliers, publishers, rightsholders, or other content providers. No portion of the Marketplace may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Marketplace without express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent. You may use the Marketplace only as permitted by law. The licenses granted by us terminate if you do not comply with these Terms of Use. 

Electronic Communications

When you use our Services or send emails, text messages and other communications from your desktop or mobile device to us, you consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion, and may provide you with notice of such changes by any reasonable means, including without limitation, by posting the revised version of these Terms of Use on the Website or in connection with the Services.  You can determine when these Terms of Use were last revised by referring to the “Last Modified” legend at the top of these Terms of Use. Once the updated Terms of Use are in effect, you will be bound by the updated Terms of Use if you continue to use or access the Marketplace or any Services. Any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or prior to the effective date of any updated Terms of Use. 

Accessing the Marketplace and Account Security

To access the Marketplace or some of the resources it offers, you may be asked to provide login information, including username and password (“Login Info”) and may be required to provide a blockchain wallet address (“Wallet”) to access, fund or receive disbursements from your account. It is your sole responsibility to maintain the security of your Login Info and your Wallet. If you lose access to your Wallet, a private key, password, or other method of securing your Wallet, any funds may be irretrievable, and we will be unable to assist you in any way. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to your use of any Wallet software, associated loss of funds, transaction failures, or any other defects that arise in the course of your use of your Wallet, including any losses that may obtain as a result of any failure in smart contracts made available on the Marketplace. You hereby accept responsibility for any activity transacted on the Marketplace through your Wallet. Additionally, you hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any defects that arise in the course of your use of your Login Info and account. By using the Marketplace, you agree to be fully, independently and personally liable for each transaction made on the Marketplace by you or through your account, and you must make sure that you are the only person with access to your Login Info at all times. You hereby accept responsibility for any activity transacted on the Marketplace through your account.

We will use commercially reasonable technical and physical safeguards to make the Marketplace securely available to its users. However, given the inherent risk of transmitting information over the internet, we will not be liable if for any reason all or any part of the Marketplace is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Marketplace, or the entire Marketplace, to users. You are responsible for making all arrangements necessary for you to have access to the Marketplace. The quality (e.g., the resolution) of streaming content, as well as the download speed of downloadable content, may be affected by a variety of factors such as your location, the content being streamed or downloaded and the speed of your Internet connection.  The Company makes no representation or warranty regarding access to content available on or through the Marketplace, including the quality of streaming content and the download speed of downloadable content (including the Content underlying any Digital Asset).

It is a condition of your use of the Marketplace that all the information you provide on the Marketplace is correct, current and complete. You agree that all information you provide to this Marketplace or otherwise, including but not limited to through the use of any interactive features on the Marketplace, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

When using or accessing the Marketplace, the features of the Marketplace may permit you to store data, preferences set by you, content or other information for your convenience (including the Content associated with any Purchased Asset), but the Company is under no obligation to retain any such data, preferences, content or other information. Users are solely responsible for retaining and storing any Content associated with a Purchased Asset in a manner that is compliant with these Terms of Use and applicable law.

Fees; Payment

Fees; Purchase Prices. Fees for the use of the Marketplace are located on our Websites or will be presented to you at the time you make purchases or sign up for an account.  Fees for use of the Marketplace may be changed at any time in our sole discretion. Prices for Digital Assets will be as provided on or via the Marketplace from time to time. Additionally, some services on the Marketplace involve the use of the distributed ledger technology, which may require that you pay a fee, commonly known as “Gas Charges”, for the computational resources required to perform a transaction. You acknowledge and agree that the Company has no control over: (a) any distributed-ledger technology transactions; (b) the method of payment of any Gas Charges; or (c) any actual payments of Gas Charges. Accordingly, you are solely responsible for the payment of any Gas Charges required to complete any transaction on the distributed ledger based Marketplace and you must ensure you have sufficient funds and means available therefor before initiating such transactions. If you do not agree with the fees charged for Marketplace functionality, do not use or access the Marketplace. Failure to pay any fees or charges incurred may result in the immediate termination of your access to the Marketplace, without limitation of any other rights or remedies available at law or in equity.

Taxes/Exchange Fees. 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, the “Taxes”) associated with your use of the Marketplace or purchase of any Digital Asset. Except for income taxes levied on us, you: (a) 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 (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Gas Charges) made to us pursuant to these Terms of Use. Your purchase of Digital Assets or use of paid Services may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates), which shall be your responsibility.

Credit/Debit Card and other Payment Transactions.  The Company reserves the right to accept or discontinue acceptance of any payment method for any Service or other fee or charge from time to time without notice.  The Company may accept a given payment method from some users but not others, depending on credit risk or other factors.  If you wish to use any paid Service or purchase a Digital Asset on the Marketplace (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit/debit card, bank account information (for electronic check or ACH payments), your billing address, your shipping information, your email address and/or information required for payment by cryptocurrency (including any required know-your-customer or similar information).  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD UTILIZED IN CONNECTION WITH ANY TRANSACTION.  By submitting such information, you grant to the Company the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf, including to third party payment processors, and such information will be subject to the terms of use and privacy policies of such third parties as described in our Privacy Policy. Verification of information may be required prior to the acknowledgment or completion of any Transaction.  As permitted by our Privacy Policy, we will also have the right to save your payment information and use it for all future charges, which may automatically be charged to your saved information unless you notify the Company of different payment information, or the Company may choose to immediately delete such payment information once the Transaction has been processed.  We are not responsible for any fees or charges your bank or credit/debit card issuer may apply. If your credit/debit card issuer or bank reverses or refuses a charge to your credit/debit card or bank account, we may bill you directly and seek payment by another method such as a mailed statement. We may also cease providing paid Services to you if we are unable to collect fees that are due.

Risks  

Use of the Marketplace may carry financial risk.  Digital Assets are a novel and relatively experimental technology.  Their value, if any, can fluctuate with great volatility, and transactions conducted with Digital Assets are irreversible. Digital Assets and smart contracts are typically described using extremely technical language that is difficult to understand and requires a deep knowledge of cryptography and computer science.  Functionality made available on the Marketplace may have inherent design flaws that have not been detected in testing or may not perform as expected in conjunction with third-party technology or high-volume use.  You should carefully consider whether you have sufficient understanding of the technology before accessing or using the Marketplace.  

By accessing or using the Marketplace, you hereby represent that you have the requisite knowledge and experience to evaluate the risk of the technology you are using and any transactions you undertake, and you accept the risk that the Marketplace might not function as anticipated and that you might lose access to your Digital Assets and/or the Marketplace temporarily or permanently.  Without limitation of the foregoing, you also acknowledge and accept the following risks:

  • The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Digital Assets, which may also be subject to significant price volatility. Each Digital Asset has no inherent or intrinsic value. We cannot guarantee that any Digital Assets purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Marketplace may materially impact the value and desirability of any particular Digital Asset.
  • It may be extremely difficult to sell or transfer your Digital Asset, other than via the Marketplace, due to the nature of the Digital Asset and its existence on the Blockchain Platform. 
  • You are solely responsible for determining what, if any, taxes apply to your Digital Asset-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Marketplace.
  • The Marketplace does not store, send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on the Marketplace’s supporting blockchain in the Blockchain Platform. Any transfer of Digital Assets occurs within the supporting blockchain in the Blockchain Platform, and not on the Marketplace.
  • 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 electronic Wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Blockchain Platform, however caused.
  • The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Marketplace ecosystem, and therefore the potential utility or value of your Digital Assets. 
  • Upgrades to the Blockchain Platform, a hard fork in the Blockchain Platform, or a change in how transactions are confirmed on the Blockchain Platform may have unintended, adverse effects on all blockchains using the Blockchain Platform, including the Marketplace.

User Contributions

The Marketplace may contain links to social media, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, FAQs and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display, advise or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Marketplace.

All User Contributions must comply with these Terms of Use, including the Content Standards set out in these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Marketplace, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. 

You represent and warrant that: 

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns;
  • all of your User Contributions do and will comply with these Terms of Use, including the Content Standards set out in these Terms of Use. 

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.  We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Marketplace. 

Intellectual Property Rights

The Company name, logo, and other related trademarks or service marks are the exclusive property of the Company (or its licensors) and may not be used without our prior written consent. If you breach these Terms of Use, your right to use the Marketplace will cease immediately and you must, at our option, return or destroy any copies of the materials derived from the Marketplace that you have made. No right, title or interest in or to the Marketplace or any content on the Marketplace is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Marketplace not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. From time to time, we may allow you to use our intellectual property rights (such as images, videos, or sounds) in User Contributions. We retain all ownership and rights in such content (but not yours). You can only use our copyrights or trademarks (or any similar marks) as expressly permitted.

You must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Marketplace. The Marketplace and its entire contents, features and functionality (including but not limited to all information, trademarks, service marks, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are provided by the Company, its licensors or other third-party providers of such material, some of which may be protected by United States and international copyright, trademark, patent, trade secret and other intellectual property rights laws. Third-party technology may be provided to the Marketplace that is owned by the third-party provider of such technology and is made available subject to these Terms of Use as well as any additional applicable license related to such technology. Without our written permission, you may not modify, create derivative works of, decompile, or otherwise attempt to extract source code from the Marketplace.

Prohibited Uses

You may use the Marketplace only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Marketplace:

  • in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);   
  • for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; 
  • to attempt to circumvent any Marketplace security or access controls or to interfere with the operation of the Marketplace;
  • to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
  • to transmit or exchange goods, services, or payments or Digital Assets that are the direct or indirect proceeds of any illegal, criminal or fraudulent behavior;
  • in any manner that could disable, overburden, damage, or impair the Marketplace or interfere with any other party’s use of the Marketplace, including their ability to engage in real time activities through the Marketplace;
  • in combination with any robot, spider or other automatic device, process or means to access the Marketplace for any purpose, including monitoring or copying any of the material on the Marketplace;
  • in combination with any manual process to monitor or copy any material on the Marketplace or for any other unauthorized purpose without our prior written consent;
  • in combination with any device, software or routine that interferes with the proper working of the Marketplace;
  • to introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; or
  • to otherwise attempt to interfere with the proper working of the Marketplace.

Monitoring, Enforcement and Termination

We have the right to:

  • remove or refuse to post any User Contributions for any or no reason in our sole discretion;
  • take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use (including the Content Standards set forth below), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Marketplace or the public, or could create liability for the Company;
  • disclose your information to any third-party claiming that your User Contribution violates their rights, such as intellectual property rights or right to privacy;
  • take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Marketplace; and/or 
  • terminate or suspend your access to all or part of the Marketplace for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using or posting any materials on or through the Marketplace. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on or through the Marketplace and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 

Content Standards

These “Content Standards” apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
  • promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  • infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;
  • violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
  • promote any illegal activity, or advocate, promote or assist any unlawful act;
  • cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
  • be likely to deceive any person or impersonate any person or misrepresent your identity or affiliation with any person or organization; or
  • involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising, except pursuant to the intended purposes and functionality of the Marketplace (such as the re-sale of Digital Assets).

Reliance on Information Posted

The information presented on or through the Marketplace is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. We attempt to be as accurate as possible in our product descriptions; however, we do not warrant that product descriptions or other content on the Marketplace are accurate, authentic, complete, reliable, current or error-free. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Marketplace, or by anyone who may be informed of any of its contents.

This Marketplace may include, or link to, content provided by third-parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements and/or opinions expressed in such materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Marketplace

We may update the content on the Marketplace from time to time, but its content is not necessarily complete or up-to-date. We reserve the right to withdraw or amend the Marketplace, and any service or functionality, including smart contract functionality, we provide on the Marketplace, in our sole discretion without notice. Any of the material on the Marketplace may be out of date at any given time, and we are under no obligation to update such material. In the event of a change in the operation of the Marketplace, you agree we may temporarily or permanently suspend our operations without liability to you.

Additional Terms and Conditions

 Additional terms and conditions (“Additional Terms”) may apply to specific portions, services or features of the Marketplace provided by the Company or third-parties, including any consumer offers or sweepstakes made available through the Marketplace, either alone or in conjunction with the functionality provided by us. The use of such services or features shall be governed by the Additional Terms associated with them, and all such Additional Terms are hereby incorporated by this reference into these Terms of Use. We accept no liability or responsibility for any third-party functionality or any of our open-source functionality that has been modified by third parties.

Linking to the Marketplace 

You may link to our Marketplace, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. This Marketplace may provide certain features that enable you to: link from your own or certain third-party websites or platforms (“Other Platforms”) to certain content on this Marketplace; or cause limited portions of content on this Marketplace to be displayed or appear to be displayed on Other Platforms. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • establish a link from any Other Platform that is not owned by you;
  • otherwise take any action with respect to the materials on this Marketplace that is inconsistent with any other provision of these Terms of Use.

The Other Platform from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Marketplace

The Marketplace may contain links to other sites and resources provided by third-parties, such as in advertisements and sponsored links. These links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites linked to this Marketplace, you do so entirely at your own risk and subject to the terms and conditions of use for such Marketplaces.

Disclaimer of Warranties

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, HACKS, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MARKETPLACE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MARKETPLACE, ANY THIRD-PARTY LINKS ACCESSED THROUGH OR IN CONJUNCTION WITH THE MARKETPLACE, OR ON ANY OTHER PLATFORM LINKED TO IT.

YOUR USE OF THE MARKETPLACE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MARKETPLACE (INCLUDING DIGITAL ASSETS) IS AT YOUR OWN RISK. THE MARKETPLACE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MARKETPLACE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE MARKETPLACE OR DIGITAL ASSETS.

DIGITAL ASSETS ARE INTANGIBLE ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN PLATFORM. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY COMPANY PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS.

THE COMPANY IS NOT RESPONSIBLE FOR SUSTAINED CASUALTIES DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE DIGITAL ASSETS. THE COMPANY IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING DIGITAL ASSETS INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OWNERS, OFFICERS OR DIRECTORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE MARKETPLACE, ANY OTHER PLATFORMS LINKED TO IT, ANY SMART CONTRACTS OR DISTRIBUTED APPLICATIONS EXISTING ON OR CONNECTING TO THE MARKETPLACE, ANY LOSS OF FUNDS OR COLLATERAL, ANY CONTENT ON THE MARKETPLACE OR SUCH OTHER PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MARKETPLACE OR SUCH OTHER PLATFORMS, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGES, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE MARKETPLACE OR ITS CONTENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY (INCLUDING ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OWNERS, OFFICERS AND DIRECTORS) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF USE, THE MARKETPLACE, THE SERVICES, DIGITAL ASSETS, OR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH THE MARKETPLACE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS OF USE IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective owners, officers, directors, employees, contractors, agents, licensors, successors and assigns, from and against any claims, liabilities, damages, judgments, losses, costs, debts and fees (including reasonable attorneys’ fees) arising out of or relating to: your violation of any third-party right; your provision of false or misleading information; your violation of any law or regulation; your violation of the Terms of Use; your willful misconduct; or your use of or access to the Marketplace, including, but not limited to, your User Contributions, any use of the Marketplace other than as expressly authorized in these Terms of Use, or your use of information obtained from the Marketplace.

Governing Law 

All matters relating to the Marketplace and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the California without giving effect to any choice or conflict of law provision or rule whether of the California or any other jurisdiction.

Arbitration

Before bringing a formal legal case, please first try contacting us using the contact information located under “Your Comments and Concerns” below. If we can’t resolve our dispute amicably, you and the Company agree to resolve any claims through arbitration in accordance with this Section, regardless of the type of claim or legal theory.

ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND THE COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THIS MARKETPLACE OR SERVICES, YOU AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING OUR RIGHT TO TRIAL BY A JURY.  BY YOUR ACCESS TO OR USE OF THE MARKETPLACE OR SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE MARKETPLACE OR SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.  The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement.  Any in-person hearings or appearances shall be held in Los Angeles, California, U.S.A.  Arbitration proceedings shall be conducted in a manner that preserves confidentiality.  The arbitrator’s decision shall follow these Terms of Use and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

In no event will the terms of this Section or any other provision of these Terms of Use (including the Privacy Policy or any Additional Terms) limit the Company’s ability to investigate complaints or reported violations by you or any third party of these Terms of Use or applicable law or to take any action the Company deems necessary and appropriate to mitigate actions against the Company, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE MARKETPLACE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Entire Agreement

The Terms of Use, the Privacy Policy, and any applicable terms governing the use of third-party functionality or additional functionality provided by the Company, constitute the sole and entire agreement between you and the Company with respect to the Marketplace and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Marketplace. 

Notice for California Residents.  

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:  If you have a question or complaint regarding the Marketplace or Services, please contact us by writing to 2934 1/2 Beverly Glen Circle, #590

Bel Air CA 90077 or sending an email through our “Contact” page.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.

Copyright Infringement Claims. 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe in good faith that materials available on the Marketplace or in connection with the Services infringe your copyright, you (or your agent) may send the Company a written notice by mail, email or fax, requesting that the Company remove the material or block access to it.  If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.  See http://www.copyright.gov/ for details. 

We suggest that you consult your legal advisor before submitting a notice or counter-notice.

Your Comments and Concerns

All other feedback, comments, requests for technical support and other communications relating to the Marketplace should be directed to us via the Contact page on the Websites.