Terms of Use.

May 1st, 2023

Squadra, (https://www.squadra.art) (the “Marketplace”) is a website that provides you (“you” or “User”) with the opportunity to purchase, collect, and sell tangible works of art and digital assets known as non-fungible tokens (“NFTs”) that are associated with metadata, artwork, graphics, images, designs, logos, drawings, photographs, text, taglines, or video or audio recordings (collectively, “Metadata”). Metadata associated with NFTs available in the Marketplace is created by artists (collectively, “Creators”) curated by Squadra, LLC (Partner, as defined below). All rights, title, and interest in the Metadata associated with each NFT (including all copyrights, trademark rights, and all other intellectual property rights) is owned by Partner or Partner’s Creator licensors. The NFTs are generated through smart contracts created and initially recorded on Opensea or other platforms (the “Network”), a sidechain of the Ethereum blockchain. The Network utilizes open- source code and is operated by a group of independent node operators (“Node Operators”).

The Marketplace is brought to you by Squadra, L.L.C.., a New York corporation with a registered office located at 159 Prospect Park West, Brooklyn, United States, and our subcontractors (“we,” “us,” “our”). You can contact us at: contact@squadra.art. Squadra, L.L.C (“Partner”) is a beneficiary to the Terms of Service (as amended from time to time, the “Marketplace Terms”) that follow and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

1. General

By signing up for an account on the Marketplace or otherwise using or accessing the Marketplace, you acknowledge that you have read and agreed to these Marketplace Terms. These Marketplace Terms create a binding agreement that governs your access to, and use of, the Marketplace, including without limitation, the receipt of the NFTs purchased on the Marketplace, your use of the other software and services provided in connection with such NFTs, and any additional digital or physical offerings that may be made available by us in connection with such NFTs (collectively, the “Services”). Access to, and limited rights to view, display and use, the Metadata associated with an NFT are governed by a separate User License (the “User License”) that must be affirmatively acknowledged prior to receiving an NFT.

In addition, our Privacy Policy and all such additional terms, guidelines, and rules as set forth on the Marketplace are hereby incorporated by reference into these Marketplace Terms and expressly agreed to and acknowledged by the User.

PLEASE READ THESE MARKETPLACE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. FOR FURTHER INFORMATION, SEE “DISPUTE RESOLUTION” BELOW.

We reserve the right, at our sole discretion, to change or modify portions of these Marketplace Terms at any time. If we do this, we will post the changes on this page and indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Marketplace, in an email notification, or through other reasonable means of any such changes or modifications which are material. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that those changes addressing new functions of the Marketplace will be effective immediately. Your continued use of the Marketplace after the date any such changes become effective constitutes your acceptance of the new Marketplace Terms.

These Marketplace Terms constitute the entire agreement between you and us and govern your use of the Marketplace, superseding any prior agreements between you and us with respect to the Marketplace. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software and you will be subject to the terms of the User License. Except to the extent that they are preempted by U.S. federal law, the laws of New York, other than its conflict-of-laws principles, govern these Marketplace Terms and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.

In some countries, and for certain people or entities, there may be restrictions on the distribution of NFTs under applicable export control and sanctions laws and regulations or restrictions on the use of the Services, and therefore the use of the Services may be limited or restricted. See “Restrictions” below for details.

Use of Smart-Contracts; Intangible Property. The NFTs available on the Marketplace are digital assets created through the use of smart contracts, executable computer code initially maintained on the Network (“Smart Contracts”). The Network provides a ledger of all transactions that occur on that network, including transfers of NFTs. NFTs are owned by controlling a private key associated with a public address on the Network and will continue to exist as long as the Node Operators from time to time maintain the Network (or the NFT has be recorded on another blockchain network). This means that all NFTs are outside of the control of any one party, including the Network and/or Partner and any single Node Operator. NFTs are nevertheless subject to many risks and uncertainties. In addition, the Metadata, which is the related visual, audio, or other work associated with an NFT, will be separately maintained by us, our subcontractors, or Partner in a digital storage media of our choice. Unless expressly indicated by a Seller on the Marketplace, purchase of an NFT will not entitle you to possession of, or any rights in, any physical artwork or other physical item, even if a physical artwork or other item from which the Metadata was derived exists.

Partner does not own or control the Network, your browser, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Marketplace. Network and Partner will not be liable for the acts or omissions of any such third parties, nor will Network and Partner be liable for any damage that you may suffer as a result of your activity on the Marketplace or otherwise or any other interaction with any such third parties.

2. The Marketplace

Account and Wallet Setup. To use the Marketplace, you will need to register an account and use a supported third-party wallet application (a “wallet”), which will enable you to purchase and store NFTs. You must provide us with accurate and complete registration information when you create an account for the Marketplace. By creating an account, you agree to provide us with accurate, current, and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right reclaim usernames without liability to you. 

Account Transactions. You can use your wallet to purchase, store, and engage in transactions involving NFTs through the Marketplace using various payment methods, including but not limited to credit cards or one or more cryptocurrencies that we may elect to accept from time to time.

Purchasing NFTs Generally. The Marketplace allows you to purchase and sell NFTs and display the related Metadata. NFTs are initially created by Users who are Creators, their estates, or other designees (collectively, “Sellers”). NFTs initially sold through the Marketplace by Sellers may be made available for resale. You may purchase NFTs directly from us, or, if the option is available, in secondary sales from other Users. Any payments or financial or other transactions, including transfers of NFTs from one public address on the Network to another address on the Network, that you engage in via the Marketplace will be conducted either through our payment processor partners (in the case of financial transactions), or on the Network (in the case of transfers of NFTs), subject to the terms below. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions once made. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Marketplace, or any other payment or transactions that you conduct via the Network. As  we are not a party to any secondary transaction on the Marketplace, any interaction between you and a Seller or other User, including any agreement entered into between you and such User, is a matter directly between you and them only. 

Other than our obligations set out in these Marketplace Terms, you agree that neither we :

  • are not liable to you for the accuracy of any information posted on the Marketplace by a Seller, or any failure by a User to comply with these Marketplace Terms or any other legal obligation;

  • are not liable or responsible for any guarantees or assurances made by a Seller of any listing on the Marketplace;

  • have not made, and do not make any representation, guarantee or warranty that any NFT will meet your requirements or expectations;

  • are not liable or responsible for any increase or decrease in value of any NFT;

  • have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any NFT, including whether the value of the NFT will increase or decrease in the future; and

  • will not be responsible for the negligence or misconduct of other Users (including where another User has attempted to defraud you, doesn’t have the right to sell an NFT to you, or fails to complete a transaction.)

By accessing the Marketplace, you acknowledge that the prices of collectible assets in general and NFTs in particular are volatile and subjective, and we cannot guarantee that any NFTs purchases through the Marketplace will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular NFT.

Commissions. Secondary transactions in NFTs through the Marketplace may be subject to a commission (a “Commission”) or other charge due to the original Seller. Any such commission will be specified in the listing for the resale of an NFT.

Transaction Fees. Every transaction executed through the Marketplace may require the payment of a transaction fee on the Network as well as traditional payment processing fees (each, a “Transaction Fee”). Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Transaction Fee for any transaction that you instigate through the Marketplace.

Your Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with transactions executed by you through the Marketplace. Except for income taxes levied on us, you will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction.

Assumption of Risk. You acknowledge and agree as follows: (i) there are risks associated with blockchain-based assets like the NFTs, including, but not limited to, the volatility of price and the absence of liquidity (the ability to resell), the risk of loss of your NFT as a result of faulty hardware, software, and Internet connections and/or failures; the risk of the introduction malicious software; the risk that third parties may obtain unauthorized access to information stored within the custodial wallet holding your NFT; and the risk of loss of your NFT due to loss of private key(s), custodial error, or purchaser error, and neither Network nor Partner will be responsible for any of these, however caused; (ii) Neither Network nor we do make any representations, warranties, promises or guarantees, express or implied, about the availability of any NFTs or Metadata on the Internet; (iii) upgrades to the Marketplace or theNetwork, a hard fork in the Network, a failure or cessation of the Network, or a change in how transactions are confirmed on the Network all may have unintended, adverse effects on the NFTs; (iv) the NFTs (including the Metadata) are made available solely for collection and entertainment purposes; (v) Network and Partner do not make any representations, warranties, promises or guarantees, express or implied, related to any third parties you interact with or their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties; (vi) there also exists: (a) the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks, and other technological difficulties; (b) the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, or unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of any NFT; and (c) the risks related to taxation. In addition to assuming all of the above risks, you acknowledge that Network and Partner cannot and do not represent or warrant that any NFT, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements, or that defects in any NFT, or its supporting systems or technology, will be corrected. Network and Partner cannot and do not represent or warrant that any NFT or the delivery mechanism for it are free of viruses or other harmful components. Transactions in NFTs are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. You accept and acknowledge that Network and Partner will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience related to any NFT. If the Metadata associated with an NFT is no longer maintained at the storage location indicated in the resource locator contained in the NFT, the market value of such NFT may be reduced or eliminated entirely.

Beta Features. Certain features of the Marketplace may be offered while still in “beta” form (“Beta Features”). We will utilize best efforts to identify the Beta Features by labeling them as such in the Marketplace. By accepting these Marketplace Terms or using the Beta Features, you understand and acknowledge that the Beta Features are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Features may contain bugs, errors, and other problems. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA FEATURES, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA. In addition, we are not obligated to provide any maintenance, technical, or other support for the Beta Features.

3. [Reserved]

 

4. Onboarding

Your Registration Obligations. Anyone can browse the Marketplace without registering for an account. Certain features and forms of participation on the Marketplace may be invite-only. You will be required to register with us in order to access and use certain features on the Marketplace, including the ability to purchase and sell NFTs. If you choose to register for an account on the Marketplace, you agree to provide and maintain true, accurate, current, and complete information about yourself, as prompted by the registration form(s). Registration data and certain other information about you are governed by our Privacy Policy. You must be at least [18] years old to access the Marketplace. 

Member Account, Password, and Security. You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Marketplace. We will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to the Marketplace. We reserve the right to modify or discontinue, temporarily or permanently, the Marketplace (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Marketplace.

5. Use of the Marketplace and Marketplace Content

General. When using the Marketplace, no User is allowed to:

  • engage in any conversation or otherwise upload any content that (i) infringes, violates or misappropriates any intellectual property or other proprietary rights (including rights of privacy or publicity) of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities, and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically, religiously or otherwise objectionable; or (vii) in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Marketplace, or which may expose Nertwork, Partner, or Users to any harm or liability of any type;

  • interfere with or disrupt the Marketplace or servers or networks connected to the Marketplace, or disobey any requirements, procedures, policies, or regulations of networks connected to the Marketplace;

  • violate any applicable local, state, national, or international law, or any regulations having the force of law, including but not limited to regulations promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • solicit personal information from anyone under the age of 18;

  • harvest or collect email addresses or other contact information of other Users on the Marketplace by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

  • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism;

  • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Marketplace;

  • use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Marketplace or the content posted on the Marketplace, or to collect information about its Users for any unauthorized purpose;

  • engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” or any other fraudulent, deceptive or manipulative activities through the Marketplace, including: (i) offering to sell or purchase an NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT; (ii) executing or causing the execution of any transaction in an NFT which involves no material change in the beneficial ownership thereof; or (iii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT;

  • engage in any conduct that would cause the Marketplace to be classified as a market for regulated financial products, such as securities or swaps;

  • create user accounts by automated means or under false or fraudulent pretenses; or

  • access or use the Marketplace for the purpose of creating a product or service that is competitive with any of Partner’s products or services.

Marketplace Content, Software, and Trademarks. You acknowledge and agree that the Marketplace contains content or features (“Marketplace Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Marketplace or the Marketplace Content, in whole or in part. In connection with your use of the Marketplace, you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by us from accessing the Marketplace (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Marketplace or the Marketplace Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Marketplace or distributed in connection therewith (the “Software”) are the property of Partner, its affiliates, and partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software or the NFT. Any rights not expressly granted herein are reserved by Partner.

Except for the name and logos of Nertwork or its subcontractors, which are trademarks and service marks of such party (collectively, “Our Trademarks”), all other service names and logos used and displayed on the Marketplace, including but not limited to the Partner’s name and logos, are trademarks or service marks of Partner (“Partner Trademarks”) (collectively the “Trademarks”). Nothing in this Terms of Service or the Marketplace should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Our Trademarks or the Partner Trademarks displayed on the Marketplace, without prior written permission in each instance. All goodwill generated from the use of Our Trademarks or the Partner Trademarks will inure to the exclusive benefit of the respective owner.

Third Party Material in General. Under no circumstances will we be liable in any way for any Metadata or other content or materials of any third parties (including both Sellers and other Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen user-generated content, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Marketplace. Without limiting the foregoing, we and our designees will have the right to remove any content that violates these Marketplace Terms or is deemed by us or Partner, in our sole discretion, to be otherwise objectionable.

Status of Metadata. All NFTs made available for sale in the Marketplace will be associated with Metadata of some type through use of a “resource locator” contained in the NFT. The Metadata itself is not stored on the Network, however, and is subject to removal from its storage location if determined to constitute an infringement of copyright or other valid and applicable intellectual property rights. For more information on the removal of Metadata from its storage location, see “Copyright Complaints” below. Removal of Metadata associated with an NFT from the storage location indicated in the resource locator contained in the NFT may reduce or eliminate the market value of such NFT.

Copyright Complaints. We respect the intellectual property of others, and we ask our Sellers and other Users to do the same. If you believe that any Metadata associated with an NFT by a Seller or any other User Content copies your work in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Squadra Copyright Agent see below (subject line: “DMCA Takedown Request”): contact@squadra.art

To be effective, the notification must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

  • a description of the copyrighted work or other intellectual property that you claim has been infringed;

  • a description of where the material that you claim is infringing is located on the Marketplace, with enough detail that we may find it on the Marketplace;

  • your address, telephone number, and email address;

  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Upon receipt of such an effective notification, we will remove the infringing material from the Marketplace. However, if the infringing material consists of all or a portion of the Metadata associated with one or more NFTs by a Seller, then although we may be able to remove the infringing material from the Marketplace (which we control), it may not be possible for us to remove the infringing material from the storage location indicated in the resource locator contained in the NFT if the Seller or another party has caused the infringing material to be replicated or “pinned” through one or more decentralized data storage platforms, including IPFS. Any responsibility for removing infringing material associated with an NFT from the storage location indicated in the resource locator contained in the NFT will be the exclusive responsibility of the relevant Seller that minted that NFT if that Seller or a party other than us or our subcontractor has pinned the infringing material in one or more third-party storage locations.

Counter-Notice. If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;

  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

  • a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Delaware Federal Court District, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, if possible, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion, provided that if any Metadata is removed from the storage location indicated in the resource locator contained in an NFT it may not be possible to re-associate such Metadata with the relevant NFT, in which case the value of the relevant NFT may be permanently impaired.

Repeat Infringer Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Marketplace and/or terminate the memberships of any User who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

6. Information about Privacy, Third Party Services and Websites.

Privacy Matters. Our Privacy Policy is a part of these Terms. Please review the Privacy Policy which also governs the Marketplace and informs Users of our data collection practices. By using the Marketplace, you consent to our collection and use of personal data as outlined herein. We will only use your personal information as set out in our Privacy Policy.

Third Party Websites. The Marketplace may provide, or third parties may provide, links or other access to other sites and resources on the Internet. We have no control over such sites and resources and are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods, or services available on or through any such site or resource. Any dealings you have with third parties found while using the Marketplace are between you and the third party, and you agree that Partner is not liable for any loss or claim that you may have against any such third party.

Social Networking Services. You may enable or log in to the Marketplace via various online third-party services, such as social media and social networking services like Google, Apple, or Twitter (“Social Networking Services”). By logging into the Marketplace through, or directly integrating these Social Networking Services into, the Marketplace, we are able to make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for, or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and our use, storage, and disclosure of information related to you and your use of such services on the Marketplace (including your friend lists and the like), please see our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store, and disclose your information is governed solely by the policies of such third parties, and we and Networkshall have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Marketplace.

In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Social Networking Services. As such, weare not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. We enable these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

7. Other Legal Terms

Indemnity and Release: You agree to release, indemnify, and hold us and the Network and their affiliates and officers, employees, directors, vendors, partners and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Marketplace, any NFT, any Metadata, any User Content, your connection to the Marketplace, your violation of these Marketplace Terms or the User License, or your violation of any rights of another or violation of any applicable law or regulation. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you expressly waive California Civil Code Section 1542, which says:

“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.”

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine to the fullest extent permitted by law in that jurisdiction.

Disclaimer of Warranties: The NFTs themselves and activity on the Marketplace, including but not limited to receipt and use of NFTs, as well as secondary market sales, listings, offers, bids, acceptances, and other operations with respect to NFTs, if applicable in the future, utilize experimental Smart Contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Network (i.e., “forks”), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your NFTs, or, in the future, if activated, lost opportunities to buy or sell NFTs. YOUR USE OF THE MARKETPLACE, ANY NFT AND THE METADATA IS AT YOUR SOLE RISK. THE MARKETPLACE, THE NFTS AND ANY METADATA IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WEEXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE MARKETPLACE, THE NFTS AND THE METADATA. WE  SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS UNDER THESE MARKETPLACE TERMS TO THE EXTENT CAUSED BY AN EVENT THAT IS BEYOND OUR REASONABLE CONTROL.

WEMAKE NO WARRANTY THAT (I) THE MARKETPLACE, ANY NFT OR ANY METADATA WILL MEET YOUR REQUIREMENTS, (II) THE MARKETPLACE OR USE OF ANY NFT OR METADATA WITHIN THE NFT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE, ANY NFT OR ANY METADATA WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY NFT, ANY METADATA OR ANY PRODUCTS, MARKETPLACES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MARKETPLACE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE OR ANY NODE OPERATOR WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY NFT, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE MARKETPLACE OR ANY NFT OR METADATA; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS RESULTING FROM THE LOSS OF ANY NFT (INCLUDING THE METADATA THEREIN), GOODS, DATA, OR INFORMATION, PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE MARKETPLACE; (III) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE MARKETPLACE; OR (V) ANY OTHER MATTER RELATING TO THE MARKETPLACE, THE NFTS OR ANY METADATA. IN NO EVENT WILL OUR AND PARTNER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION IN CONNECTION WITH THE MARKETPLACE, ANY NFT OR ANY METADATA EXCEED THE AMOUNT YOU HAVE PAID US IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MARKETPLACE OR WITH THESE MARKETPLACE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE MARKETPLACE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Termination Rights. You agree that we, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Marketplace and remove and discard any content within the Marketplace, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Marketplace Terms or the User License. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Marketplace, may be referred to appropriate law enforcement authorities. We may also, in our sole discretion and at any time, discontinue providing the Marketplace, or any part thereof, with or without notice. You agree that any termination of your access to the Marketplace under any provision of these Marketplace Terms or the User License may be effected without prior notice and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Marketplace. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Marketplace. Regardless of termination, you, continue to be bound by the Sections under the heading “Dispute Resolution”.

No Professional Advice. Any information provided by or on behalf of us, or by any Seller or other User through the Marketplace (including these Marketplace Terms) is for informational purposes only and should not be construed as professional, accounting, tax or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Marketplace Terms or on any information provided by or on behalf of us, , any Seller or any other User through the marketplace. Before you make any decision to purchase or sell any NFT, you should consider seeking independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

No Waivers. No failure or delay on our part in the exercise of any power, right, privilege or remedy under these Marketplace Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. We  shall not be deemed to have waived any claim arising out of these Marketplace Terms, or any power, right, privilege or remedy under these Marketplace Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of us, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

Certain Restrictions. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the region Crimea), or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. You will not be permitted to receive an NFT from us if we or Partner learns that such action would be in breach of Export Control and Sanctions Laws.

8. Dispute Resolution

Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Partner and limits the manner in which you can seek relief therefrom.

Agreement to Arbitrate. You agree that any and all disputes or claims that have arisen or may arise between you and us, whether arising out of or relating to these Marketplace Terms (including any alleged breach thereof) or the User License, the Marketplace, or any NFT or Metadata, any advertising, any aspect of the relationship or transactions between you and us a, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (i) you may assert individual claims in small claims court, if your claims qualify and (ii) you, we, may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Marketplace Terms, you, we, and Partner are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU, AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS YOU, WE, AND PARTNER AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution. We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [ ]If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (a “Notice”). The Notice to us should be sent to 159 Prospect Park West, Brooklyn, United States the “Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If we, you, and Partner do not resolve the claim within sixty (60) calendar days after the Notice is received by us and/or Partner, you, we, or Partner may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us, Partner, or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you, we, or Partner are entitled.

Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the rules and procedures of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/ as may be updated from time to time. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Marketplace Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Marketplace Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless we and youagree otherwise, any arbitration hearings will take place in a reasonably convenient location for all parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for US$10,000 or less, weagree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the section entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.

If a court or the arbitrator decides that any of the provisions of the section above entitled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Marketplace Terms will continue to apply. If a court or the arbitrator decides that any term or provision of these Terms of Service is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the Terms of Service shall be enforceable as so modified.

Future Changes to Arbitration Agreement. Notwithstanding any provision in these Marketplace Terms to the contrary, we agree that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Marketplace, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Notice for California Users. Under California Civil Code Section 1789.3, users of the Marketplace from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact the California Department of Consumer Affairs at dca@dca.ca.gov.

Complaints. If you have any questions or complaints about the Service please email us at []

User Disputes. You agree that you are solely responsible for your interactions with any other Users in connection with the Marketplace, and Partner will have no liability or responsibility with respect thereto. We and Partner reserve the right, but have no obligation, to become involved in any way with disputes between you and any other Users.

9. Other

Accessibility. We strive to make the content on this website usable by all visitors, including those with disabilities. If you are having difficulty using this website, with or without assistive technology, please contact us at { }. To enable us to respond in a manner most helpful to you, please indicate the nature of your difficulty using the website, the specific web address (URL link) at issue, and your full contact information, including email address and phone number. Thank you for helping us make your online experience more enjoyable.

Electronic Communications. When you use the Services, or send e-mails, text messages, or other communications to us, or to other Users, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, SMS, mobile push notices, or notices and messages on our sites or through our Services. 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.