Last updated: June 1, 2023
We have made available and may make available in the future NFT collections that are subject to their own specific terms, as set forth below, including with respect to Crypto Podiums NFTs (“NFT-Specific Terms”). In the event any NFT-Specific Terms are inconsistent with other provisions in these Terms as they relate to those NFT collections, the NFT-Specific Terms will control.
By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site or any other Services.
PLEASE READ THESE 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.
SMART CONTRACT ENABLED
A NFT is a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all NFTs are outside of the control of any one party, including us, and are subject to many risks and uncertainties. We neither own nor controls MetaMask, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell NFTs (“Transaction”), and that, except with respect to transferring control of a NFT to the initial purchaser through the Services (“Initial Purchaser”), We have no responsibility with respect to any Transaction. We will not be liable for the acts or omissions of any third parties, nor liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of a NFT to the Initial Purchaser, we have no control over the transfer, storage, ownership or maintenance of any NFT.
CONNECTING YOUR WALLET
In order to access and use the Services, including to engage in a Transaction, you must have and connect your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Services (“Wallet”). Wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your Wallet, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any wallet-related authentication credentials, including any seed phrase or private cryptocurrency keys, as well as NFTs or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of NFTs and/or other assets held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your Wallet. We have no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials.
ACCESS AND USE OF THE SERVICES
You are responsible for maintaining the confidentiality of your Wallet credentials and our account details, and you are fully responsible for any and all activities that occur with your Wallets and/or under your account. You agree to immediately notify us of any unauthorized use of your Wallet or our account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.
You acknowledge that we may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on our or its third-party service providers’ servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time or for any other reason. You further acknowledge that we reserve the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Under no circumstances we will be liable in any way for any content or materials of any third parties (including users), including 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 content, but that we and our designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, we and our designees will have the right to remove any content that violates these Terms or is deemed by us, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
CONDITIONS OF ACCESS AND USE
You are solely responsible for all information, data, text, video, images, software, music, podcasts, sound, photographs, graphics, messages and other materials (collectively, “content”) that you make available to us, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Services or by otherwise making available to other users of the Services (collectively, “User Content”). We reserve the right to investigate and take appropriate legal action against anyone who, in ours sole discretion, violates this provision, including removing the offending content from the Services, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.
Without limiting anything else in these Terms, you agree that you will not, and will not permit any third party to, do or attempt to do any of the following:
- upload any content that (i) infringes any intellectual property or other proprietary rights 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, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of us, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type;
- interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to those of the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
- use the Services or any NFT or any artwork or other content underlying or associated with a NFT (“NFT IP”) to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;
- use the Services or any NFT or NFT IP to 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;
- use the Services or any NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
- 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 from the Services 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;
- obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Services;
- circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Services, including through the use of virtual private networks; or
- 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 Services (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 or virtual private network).
CHANGES TO THE SERVICES
We reserve the right to modify or discontinue, temporarily or permanently, the Services (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 Services, including in relation to any NFT.
SALE OF NFTs
When each NFT is sold for the first time, the agreement for sale is between us and the Initial Purchaser. If the Initial Purchaser decides to sell a NFT (“Secondary Sale”), then we are not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
If a Collector sells or transfers a NFT to another collector, (a) then you, as Collector, represent and warrant that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, (b) the applicable NFT-specific Collector License as set forth herein will automatically transfer to such subsequent collector, and such other collector will be deemed the “Collector” (for purposes of such NFT and the applicable NFT-specific Collector License to the underlying NFT IP) and will be subject to these Terms, and (c) you, as the seller or transferor of such NFT, will cease to have any further rights to such NFT or underlying NFT IP.
By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize us to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser, then all amounts due are to be paid to us. If you are not the Initial Purchaser of a NFT, then amounts may be paid to the seller of such NFT.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Perks or NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a NFT).
CRYPTO PODIUMS INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the Services may contain podcasts and other content and features (collectively, and together with NFT IP, “Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Services in accordance with these Terms. In addition, NFT IP is subject to the NFT-Specific Terms for the applicable NFT collection. Any use of the Services, Services Content or NFT IP other than as specifically authorized herein is strictly prohibited.
Our name and logos, including the term CRYPTO PODIUMS, are our trademarks and service marks (collectively the “Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. All of these rights are expressly reserved in our name and/or our affiliates. Nothing in these Terms (including any NFT-Specific Terms) or the Services should be construed as granting or waiving, by implication, estoppel, or otherwise, any license or right to use any of our Trademarks displayed on the Services, without our prior written permission in each instance. All rights in such intellectual property are reserved by us and/or our affiliates, and all goodwill generated from the use of our Trademarks will insure to our exclusive benefit.
You are not permitted to use our Trademarks without express, written permission. You agree that you will not use or seek to register any of our names, brands Trademarks or confusingly similar variations, or other trademark for any purpose without obtaining our prior written consent. Such approval shall be in our entire and sole discretion. Non response to a request for such approval shall not be deemed an approval.
PODCASTS AND OTHER SERVICES CONTENT; NFT IP
NO SERVICES CONTENT IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE, WHETHER MEDICAL, FINANCIAL, LEGAL OR OTHERWISE. WE AND OUR REPRESENTATIVES ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, CONTENT OR OTHER MATERIAL IN THE SERVICES CONTENT. You understand that by using and accessing the Services Content, you may encounter content that you may deem to be offensive or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to the use of the Services Content at your sole risk and we and our Representatives shall have no liability to you for material that may be found to be offensive or objectionable.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to view and/or listen to, as applicable, the Services Content (excluding NFT IP) for your personal, non-commercial use only. The foregoing limited license: (a) does not give you any ownership of, or any other intellectual property interest in, any Services Content, and (b) may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. We may immediately suspend or terminate the availability of the Services Content (and any elements and features of them), in whole or in part, for any reason, in our sole discretion, and without advance notice or liability.
You acknowledge and agree that Crypto Podiums (or, as applicable, its licensors) owns all legal rights, title and interest in all NFT IP, including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, we have the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to the NFT-specific Collector Licenses set forth herein.
CRYPTO PODIUMS NFT-SPECIFIC TERMS
Cypto Podiums NFT Perks
A Collector of a Crypto Podiums NFT may receive Perks as determined by us in our sole discretion. We do not make any representation, warranty or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any Crypto Podiums NFT. We reserve the right, at our sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and we make no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a Crypto Podiums NFT.
Crypto Podiums NFT Royalties
Crypto Podiums NFT-Specific License Terms
Subject to continued compliance with these Terms, we grant the Crypto Podiums NFT Collector a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP for such Collector’s Crypto Podiums NFT solely for the Collector’s non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector’s purchase of, ownership of, or interest in such Crypto Podiums NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Crypto Podium NFT or such NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Crypto Podiums NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While such Collector has the right to sell, trade, transfer, or use their Crypto Podiums NFT, the Collector may not make commercial use of such NFT IP.
Art Restrictions; Release
As a Collector of a Crypto Podiums NFT, you agree that you will not, and will not permit any third party to, do or attempt to do any of the foregoing without our express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the Crypto Podiums Art which would be prejudicial to our honor or reputation; (ii) use the Crypto Podiums Art 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; (iii) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Crypto Podiums Art; (iv) attempt to mint, tokenize, or create an additional cryptographic token representing your Crypto Podiums NFT or underlying Crypto Podiums Art; or (v) falsify, misrepresent, or conceal the authorship of the Crypto Podiums Art.
You irrevocably release, acquit and forever discharge us and our affiliates and our Representatives of any liability for direct or indirect copyright or trademark infringement for their use of any Crypto Podiums NFT or underlying Crypto Podiums Art.
CRYPTO PODIUM NFT GAME TERMS
“Game” refers to any interactive activity or form of entertainment provided by us. The Crypto Podium NFT game involves the use of Crypto Podiums NFTs and it is designed to provide Crypto Podium NFTs holders with an opportunity to sell their Crypto Podium NFTs to us based on predetermined rules and outcomes.
“First position” refers to the the top position on the podium marked with the number 1 on the podium within each Crypto Podiums NFT and cryptocurrency in the first position refers to the digital currency represented by the logo that occupies the first position. In the context of the game rules, it specifically indicates the cryptocurrency associated with the logo placed on the highest-ranking spot, visually designated as the number 1, on the podium. This cryptocurrency holds the position of highest prominence and it is distinct from the cryptocurrencies represented by the logos on the second and third positions of the podium.
“Second position” refers to the the middle position on the podium marked with the number 2 on the podium within each Crypto Podiums NFT and cryptocurrency in the second position refers to the digital currency represented by the logo that occupies the second position. In the context of the game rules, it specifically indicates the cryptocurrency associated with the logo placed on the second-ranking spot, visually designated as the number 2, on the podium. This cryptocurrency holds the intermediate position between the highest-ranking cryptocurrency (in the first position) and the lowest-ranking cryptocurrency (in the third position) on the podium.
“Third position” refers to the the bottom position on the podium marked with the number 3 on the podium within each Crypto Podiums NFT and cryptocurrency in the third position refers to the digital currency represented by the logo that occupies the third position. In the context of the game rules, it specifically indicates the cryptocurrency associated with the logo placed on the lowest-ranking spot, visually designated as the number 3, on the podium. This cryptocurrency holds the position of least prominence among the three cryptocurrencies represented on the Crypto Podiums NFT.
“Buy Back Offer” refers to a commitment made by us to place a bid offer on NFT marketplaces, such as but not limited to Opensea, for all Crypto Podiums NFTs in the game with at least 3 points. The buy back offer is based on the score achieved by each Crypto Podiums NFT, with the exact multiplier of the original mint price determined by the score. Depending on the score, the buy back offer may range from 5 times to 1000 times the original mint price of the Crypto Podiums NFT. Participation in the buy back offer is optional for Crypto Podiums NFT holders, allowing them to choose whether to accept the offer and sell their Crypto Podium NFTs back to us at the offered price or retain ownership of their Crypto Podium NFTs. The execution of the buy back offer will be subject to the terms and conditions of the NFT marketplace where the offer is listed, including any applicable fees and procedures for participation.
BY PARTICIPATING IN THE GAME, ALL CRYPTO PODIUMS NFT HOLDERS EXPRESSLY WAIVE THEIR RIGHTS TO RAISE ANY DISPUTES, COMPLAINTS, OR CLAIMS AGAINST US, OUR AFFILIATES, PARTNERS, EMPLOYEES, OR REPRESENTATIVES, REGARDING ANY ASPECT OF THE GAME. CRYPTO PODIUMS NFT HOLDERS ACKNOWLEDGE AND AGREE THAT THE GAME IS PROVIDED ON AN “AS IS” BASIS AND THAT WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE GAME. CRYPTO PODIUMS NFT HOLDERS UNDERSTAND AND ACCEPT THAT THE GAME RULES MAY HAVE INHERENT FLAWS, LIMITATIONS, OR UNINTENDED CONSEQUENCES. WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY SUCH FLAWS, LIMITATIONS, OR UNINTENDED CONSEQUENCES THAT MAY ARISE FROM THE GAME RULES OR THEIR IMPLEMENTATION. CRYPTO PODIUMS NFT HOLDERS AGREE TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY LOSSES, DAMAGES, LIABILITIES, CLAIMS, OR EXPENSES ARISING FROM THEIR PARTICIPATION IN THE GAME OR ANY DISPUTES OR COMPLAINTS MADE BY OTHER PARTICIPANTS. THIS WAIVER OF DISPUTES AND COMPLAINTS APPLIES TO ALL ASPECTS OF THE GAME, INCLUDING BUT NOT LIMITED TO SCORING, REWARDS, BUY BACK OFFERS, GAME MECHANICS, AND ANY OTHER FEATURES OR ELEMENTS OF THE GAME. IN THE EVENT THAT ANY PROVISION OF THESE TERMS AND CONDITIONS IS FOUND TO BE INVALID, UNENFORCEABLE, OR CONTRARY TO APPLICABLE LAWS OR REGULATIONS, THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
Crypto Podiums Game Rules and Scoring
The game consists of three challenges: the Marketcap Challenge, Price Challenge, and Circulating Supply Challenge. The challenges are based on the market capitalization, price, and circulating supply of the cryptocurrencies represented by the logos on each Crypto Podiums NFT. On the challenge day the market capitalization, price, and circulating supply data for the 100 cryptocurrencies in the collection will be obtained from www.coinmarketcap.com or other sources, and will be published on our website www.cryptopodiums.xyz. We retain the right to choose the most reliable source of data. Each Crypto Podiums NFT will be assigned a score based on how many challenges it wins. The score is determined as follows:
- Marketcap Challenge: If the market capitalization of the cryptocurrency in the first position is higher than the market capitalization of the cryptocurrency in the second position, and the market capitalization of the cryptocurrency in the second position is higher than the market capitalization of the cryptocurrency in the third position, the Crypto Podiums NFT earns 1 point for winning this challenge.
- Price Challenge: If the price of the cryptocurrency in the first position is higher than the price of the cryptocurrency in the second position, and the price of the cryptocurrency in the second position is higher than the price of the cryptocurrency in the third position, the Crypto Podiums NFT earns 1 point for winning this challenge.
- Circulating Supply Challenge: If the circulating supply of the cryptocurrency in the first position is higher than the circulating supply of the cryptocurrency in the second position, and the circulating supply of the cryptocurrency in the second position is higher than the circulating supply of the cryptocurrency in the third position, the Crypto Podiums NFT earns 1 point for winning this challenge.
In addition to the challenge points, Crypto Podiums NFTs can also earn extra points based on their rarity:
- Special Background: Crypto Podiums NFTs with a special background, chosen from the 9 rare backgrounds, earn 1 extra point. The 9 rare backgrounds are: Fantasy, Field, Beach, Grass, Lake, Mountain, Pearl, Sky, Snowman.
- Trophy Podium: Crypto Podiums NFTs with the trophy podium earn 2 extra points.
The maximum number of points a Crypto Podiums NFT can earn is 6 (3 challenge points + 1 special background point + 2 trophy podium points).
The challenge date will be prominently displayed on the main page of our website www.cryptopodiums.xyz. Crypto Podiums NFT holders are advised to refer to the website for the most up-to-date information regarding the challenge date. While efforts will be made to adhere to the initially announced challenge date, Crypto Podiums NFT holders acknowledge and understand that the challenge date may be subject to change based on market conditions or other factors. We reserve the right to modify the challenge date at our sole discretion, with the aim of ensuring a fair and accurate assessment of the relevant market metrics. Any changes to the challenge date will be communicated through the our website and any other relevant communication channels.
Crypto Podiums NFT scores will be calculated and published on our website www.cryptopodiums.xyz within 2 weeks after the challenge date and only for the Crypto Podiums NFTs with at least 3 points.
The buy back offer for Crypto Podiums NFTs with at least 3 points will be made within two weeks after the scores are released. The exact start date of the buy back offer will be communicated through our website and other relevant communication channels. The buy back offer will be active for a period of one month from the start date. During this timeframe, Crypto Podiums NFT holders will have the opportunity to consider the offer and make a decision regarding the sale of their Crypto Podiums NFTs. It is important to note that participation in the buy back offer is entirely optional. Crypto Podiums NFT holders have the discretion to accept or decline the offer, and their decision will not affect their ownership rights or transferability of the Crypto Podiums NFTs. We will make reasonable efforts to execute the buy back transactions in a timely manner. However, depending on the volume of the Crypto Podiums NFTs with at least 3 points and market conditions, the completion of the buy back process may extend beyond the initial one-month timeframe. We reserves the right to modify or terminate the buy back offer at our sole discretion. Any modifications or terminations of the buy back offer will be communicated through our website and other relevant communication channels. We will not be held liable for any losses, damages, or claims arising from the acceptance or decline of the buy back offer, or any delays or issues related to the execution of the buy back transactions. By participating in the game, Crypto Podiums NFT holders acknowledge and accept the terms and conditions of the buy back offer, as well as any updates or modifications made by us.
The buy back offer for each Crypto Podiums NFTs with 3 points is calculated as follow:
- Either 0.08 ETH or (200ETH * percentage of minted Crypto Podiums NFTs / number of Crypto Podiums NFTs with 3 points), which ever is lower.
The buy back offer for each Crypto Podiums NFTs with 4 points is calculated as follow:
- Either 0.8 ETH or (300ETH * percentage of minted Crypto Podiums NFTs / number of Crypto Podiums NFTs with 4 points), which ever is lower.
The buy back offer for each Crypto Podiums NFTs with 5 points is calculated as follow:
- Either 8 ETH or (300ETH * percentage of minted Crypto Podiums NFTs / number of Crypto Podiums NFTs with 5 points), which ever is lower.
The buy back offer for each Crypto Podiums NFTs with 6 points is calculated as follow:
- Either 16 ETH or (400ETH * percentage of minted Crypto Podiums NFTs / number of Crypto Podiums NFTs with 6 points), which ever is lower.
Exclusion of Crypto Podiums NFTs from Participation
We reserve the right, at our sole discretion, to exclude any number of Crypto Podiums NFTs from participating in the game for any reason and at any time, even after the game has ended. In the event that a Crypto Podiums NFT is excluded from participating in the game, the terms and conditions of the game no longer apply to the excluded Crypto Podiums NFT. The excluded Crypto Podiums NFT will not be eligible for scoring any other benefits associated with the game. The decision to exclude a Crypto Podiums NFT from participation may be based on various factors including, but not limited to, suspected fraud, cheating, violation of game rules, non-compliance with the terms and conditions, or any other reason deemed appropriate by us. We are not obligated to provide detailed explanations or justifications for the exclusion. The exclusion of a Crypto Podiums NFT from participation in the game does not affect the ownership or transferability of the Crypto Podiums NFT. The excluded Crypto Podiums NFT remains the property of its owner, and the owner retains the right to buy, sell, or transfer the Crypto Podiums NFT outside the context of the game. The game creator will not be held liable for any losses, damages, or claims arising from the exclusion of a Crypto Podiums NFT from participation in the game, regardless of the reason for the exclusion.
You represent and warrant that you own all right, title and interest in and to your User Content, including all copyrights and rights of publicity contained therein. You hereby grant us and our affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Services and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services (“Submissions”) provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of our self, our users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
If you believe that your work has been copied 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 us at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
- a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
- identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
- identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
- 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; and
- a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
If you believe that 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 by you, made under penalty of perjury, 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 to be removed or disabled; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court 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 them that we may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against us or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
NO PROFESSIONAL ADVICE; TRANSACTION RISKS
The information on this Site and any information provided in connection with the Services or Perks are provided to NFT Collectors only and for information only and do not constitute, and should not be construed as, professional advice or a recommendation to purchase, sell, trade, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any purchase, sale, trade, or other transaction with respect to any digital asset.
The information on this Site and any information provided in connection with the Services or Perks provided to NFT Collectors are provided solely on the basis that you will make your own transaction decisions, and we do not take account of any person’s financial or other objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided to NFT Collectors shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional advice before making any transaction decision. Any decision that you make should be based on an assessment of your risks in consultation with your professional adviser(s).
The digital assets about which information is provided on the Site and any information provided in connection with the Services or Perks provided to NFT Collectors are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under relevant applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, or any information provided in connection with the Services or Perks provided to NFT Collectors or to which you may independently have access.
There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks. Without limiting the foregoing, please note the following risks in accessing, purchasing, selling or using NFTs: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs. NFTs are not legal tender and are not backed by any government. Transactions of NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding NFTs, including the suitability and appropriateness of, and investment strategies for, NFTs. You agree and understand that you access and use the Services, NFTs, NFT IP, and Perks at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and other digital assets. You agree and understand that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS OR SERVICES THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR NFT COLLECTORS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A DIGITAL ASSET.
THIRD-PARTY SERVICES AND WEBSITES
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, NFTs, NFT IP AND PERKS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, THE SERVICES, PERKS, SERVICES CONTENT, AND ANY AND ALL NFTs AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
WE AND OUR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, DIRECTORS AND AGENTS (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, NFTs, NFT IP OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, NFTs, NFT IP OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, NFTs, NFT IP OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, NFTs, NFT IP OR PERKS, OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, NFTs OR PERKS WILL MEET YOUR EXPECTATIONS.
WE AND OUR AFFILIATES AND OURS AND THEIR REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES OR WITH RESPECT TO NFTs, NFT IP OR PERKS. WE DO NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFT.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WE OR OUR AFFILIATES OR OUR OR THEIR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES, SERVICES CONTENT, NFTs, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, NFTs, NFT IP, PERKS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF US OR OUR AFFILIATES OR OUR OR THEIR REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, NFTs, NFT IP OR PERKS EXCEED $0.
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 SERVICES, NFTs, NFT IP OR PERKS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” HEREIN 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.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless us and our affiliates and our and their Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site or other Services, Services Content, NFTs, NFT IP or Perks, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify us of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
You agree that we, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, 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 Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms 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 Services or Perks. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Services or Perks.
DISPUTES WITH OTHER USERS OR COLLECTORS
You agree that you are solely responsible for your interactions with any other Users and Collectors in connection with the Services, NFTs, NFT IP or Perks, and we will have no liability or responsibility with respect thereto. We reserve the right, but has no obligation, to become involved in any way with disputes between you and any other User or Collector.
DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” 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 Terms (including any alleged breach thereof), the Services, NFTs, NFT IP, Perks, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. 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 Terms, you and us 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 US 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 BOTH YOU AND US 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 us at email@example.com. 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 (“Notice”). The Notice to us should be sent vie email to firstname.lastname@example.org. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If we and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, 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, https://www.adr.org/consumer. 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 Terms as a court would. All issues are for the arbitrator to decide, including 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 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 you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both 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 will be made by AAA. If your claim is for $100,000 or less, we agree 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 $100,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either us or you under the AAA Rules, we and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
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.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “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 will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will 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 Terms will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in these 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 Services, 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 (or accepted any subsequent changes to these Terms).
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
You may not assign the Terms without the prior written consent of us, but we may assign or transfer these Terms, in whole or in part, without restriction.
These Terms constitute the entire agreement between you and us and govern your use of the Services, NFTs, NFT IP and Perks, superseding any prior agreements between you and us with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. 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. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any NFT, NFT IP, any Perks or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. We may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.