Terms of Service
Effective Date: January 13, 2023
Introduction
A. Welcome to Snowcrash. Through oursnowcrash.comwebsite (“Website”) we provide a platform and services for displaying, buying, and selling non-fungible tokens (“NFTs”) in various items (collectively, the “Services”). The Website is owned and operated by Snowcrash, Inc. (“ Snowcrash”, “we”, “us” or “our”).
B. Your use of our Website and our Services, is governed by these Terms of Service and our privacy policy (available athttps://snowcrash.com/privacy, which may be amended from time to time and effective upon posting, and which is incorporated by reference herein (“Privacy Policy”) (collectively, these “Terms”). References to “ Users”, “you” or “your” mean you as a casual visitor, someone who has created a user account for receiving information from us, or a user of our Services, as applicable. The Terms apply to you as applicable to the type of user you are. These Terms solely govern the use of our Website and Services and does not include additional terms and conditions to which specific NFTs and associated content may be subject.
C. IMPORTANT – PLEASE READ CAREFULLY:
i. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE AND SERVICES AND THE PURCHASE AND SALE OF OUR PRODUCTS. BY ACCESSING OR USING THE WEBSITE OR SERVICES, OR PURCHASING OUR PRODUCTS, YOU ARE ACCEPTING THESE TERMS.
ii. By clicking the “I Accept” box, or by using the Website or the Services, you agree that these Terms (including the Privacy Policy) are a binding agreement between us and you.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE WEBSITE OR THE SERVICES.IMPORTANT: THESE TERMS CONTAIN AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION, AND ALSO CONTAINS A CLASS ACTION AND JURY TRIAL RIGHT WAIVER.Please carefully review Section 21 (“Dispute Resolution”) of these Terms for more information.
You agree that the Terms, combined with your act of using the Website, have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable statute of frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of the Terms on the grounds that it was electronically transmitted or authorized. If you do not agree to be bound by these terms and conditions of use, you may not access or otherwise use this Website.
2. Changes to the Terms
A. We regularly update and improve our Website and Services, and we may at times add, change, or remove features, and these Terms may also need to change. The current version of these Terms will be posted on our Website and will be effective immediately upon posting. By continuing to use the Website or purchase or use our Services following any such change, you accept and agree to be bound by such modified Terms. If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.
3. Privacy
A. Personal Information. We will maintain and use your “Personal Information” as defined in, and according to our Privacy Policy, and which may be modified from time to time in our discretion, which modifications are effective as of the date posted on our Website. Your continued access or use of the Website or purchase or use of our Services indicates that you agree with such modifications.
B. Use By Minors. We do not knowingly collect or solicit Personal Information from children under 18. If you under 18, please do not attempt to register for the Services or send any Personal Information about yourself to us. If we learn we have collected Personal Information from a child under 18, we will delete that information as quickly as possible. If you believe that a child under 18 may have provided us Personal Information, please contact us.
4. Registration; Account Ownership
A. The Services are intended for access and use by individuals who are at least 18 years old, and by agreeing to the Terms you represent (i) that you are at least 18 years old and reside in a state, region, or country in which the Services may legally be provided, (ii) you are the person whose name and other information have been provided for the account that you have or are creating, (iii) that you have not previously been suspended from use of the Services or your account terminated, and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization.
B. All of the information that you supply to us in creating your User account must be accurate. You are responsible for maintaining the confidentiality of your account and password. We reserve the right to invalidate your password and require you to change it if we believe it has become unsecure. We may reject any user name that violates these Terms, including any user name that uses another person’s identity or that violates our community and content guidelines. We may use the email you provide to us in your User account profile to provide you with service messages and updates. By becoming a User you are consenting to the receipt of these communications. If you are registering on behalf of your organization, you agree that your organization, and not us, are responsible for authorizing, deauthorizing and administering account access.
C. Suspension. We may suspend your account and access to the Service, with or without notice, if you violate any provision of these Terms.
5. Grant of Access
A. We grant you a personal, limited, non-transferable, non-exclusive right to access and use the Website and our Services as set forth in these Terms, provided that (i) your use of the Service as permitted hereunder is solely for your personal, non-commercial use; (ii) you will use the Website and the Services only for purposes that are permitted by these Terms; (iii) you will not alter, adapt or otherwise modify any part of the Service other than as may be reasonably necessary to use that part of the Service for its intended purpose; (iv) you will use the Website and the Services in accordance with all applicable laws and regulations; (v) you will otherwise comply in full with these Terms; and, (vi) you will not distribute or transfer any portion of the Website on any media without our prior written approval.
6. Availability
A. We shall use commercially reasonable efforts to provide continuous access to the Website and the Services. We do not guarantee that the Website and Services will be accessible at all times. The Website or the Services may be unavailable during maintenance periods, during an emergency, or in an event beyond our reasonable control. In addition to normal maintenance, there may be events that will make the Website or Service inaccessible for a limited amount of time due to unforeseen circumstances. We have the right to refuse to provide access to the Services.
B. We can subcontract Services, such as, but not limited to, data hosting and storage, payment processing, etc., to third parties, which may be inside or outside the United States.
7. Restrictions on Use of the Website
A. You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate us, our employees, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
In any manner that could disable, overburden, damage, or impair the Website or interfere with any third party’s use of the Website, including their ability to engage in real time activities through the Website.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website or expose them to liability.
8. Restrictions on Use
A. You agree that you will not, and will not attempt to:
i. modify, translate, adapt or otherwise create derivative works or improvements, of the Website or any content or source code;
ii. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Website or any part thereof;
iii. rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, publicly perform or display, transfer or otherwise make available the Website or any features or functionality of the Website, to any third party for any reason, including by making the Website available on a network where it is capable of being accessed by more than one device at any time;
iv. use the Website or the Service in any way that is in violation of applicable law or regulation;
v. use the Website or the Service in any way that (a) harasses, abuses, threatens, defames or otherwise infringes or violates the rights of others; uses technology or other means to access our proprietary information that is not authorized by us; computer network or user accounts; (b) encourages conduct that would constitute a criminal offense, or would give rise to civil liability; (c) “stalks” or otherwise harasses any person; (d) asks users or uses users to conceal the identity, source, or destination of any illegally gained money or products; (d) collect usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website; or, (f) forges headers or otherwise manipulates identifiers in order to disguise the origin of any information transmitted to or through the Website (either directly or indirectly through use of third party software);
vi. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Website;
vii. upload or introduce any virus or malware to the Website;
viii. interfere with the operation or availability of the Website, or the hardware, software and network(s) used to operate the Website;
ix. sublicense or transfer any of your rights under these Terms or otherwise use the Service for the benefit of a third party, to operate a service bureau or for resale of the Service;
x. create or access user accounts using any automated means or under false pretenses;
xi. frame or mirror the Website or reformat it in any way or use deep links;
xii. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
xiii. uses meta tags or code or other devices containing any reference to us or the Website (or any of our trademarks, trade names, service marks, logos, or slogans) to direct any person to any other website for any purpose;
xiv. introduce any keystroke logging or any other monitoring code into the Website; or,
xv. otherwise use the Service or the Website in any manner that exceeds the scope of the access right described above.
B. You agree to not perform any security test activities related to the Website or the Services or associated infrastructure without our prior written consent, including, but not limited to: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing.
9. User Feedback; Third-Party Social Media Postings
A. By submitting any ideas or suggestions to us (through our Website, social media sites, or other digital platforms, or through Google, or other review sites, or other means) related to improvements to the Website or Services (collectively, “Feedback”) you agree that such Feedback shall be deemed, and shall remain, our property, and you agree to and do hereby assign to us all your right, title, and interest in and to all Feedback (including without limitation intellectual property rights and moral rights) without compensation or further notice to you. We shall be entitled to use of the Feedback without restriction for any purpose whatsoever, commercial or otherwise, without compensation or further notice to you,. None of the Feedback shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Feedback.
B. By posting or submitting for posting User Content (as defined below) to our social media pages or platforms, or on other websites, e.g., Facebook, Google, Yelp, Trip Advisor, etc., you agree to and do hereby grant us and our licensors, affiliates, partners, successors and assigns, a nonexclusive, perpetual, irrevocable, worldwide, sublicensable, transferrable, royalty-free right and license to use, store, display, publish, transmit, transfer, distribute, reproduce, rearrange, edit, modify, aggregate, summarize, translate, create derivative works of and publicly perform the User Content that you post or otherwise submit to us for any purpose, in any form, medium, or technology now known or later developed.
10. User Content
A. The Website may permit the posting or submission for posting of content, including, but not limited to, reviews, comments, or other textual content, files, images, photographs, videos, animation, sounds, musical works, data, or other materials and content by you, other than underlying artwork displayed for purchase or sale on the Website (collectively, “ User Content”). We do not endorse or approve any User Content submitted or posted. We respect the intellectual property rights of others. You must have the legal right to submit to us or, where permitted, post any User Content to the Website. You are solely responsible for any User Content that you create, transmit, or display while using the Website. All User Content you post or submit for posting to the Website is deemed nonconfidential.
B. You agree to not submit, upload or post any User Content to the Website that infringes or may infringe the copyright, trademark or other intellectual property rights of a third party nor may you submit User Content that violates any third party’s right of privacy or right of publicity. You may submit only User Content permitted by the owner or by law.
C. You agree to not engage, or permit others to have access to your login credentials to engage, in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information or content.
D. You also agree to take sole responsibility for any royalties, fees or other monies owed to any person or entity by reason of any User Content you post or transmit through the Website or Service.
E. User Content License from You
i. You retain copyright and any other rights you already hold in User Content which you submit, post or display on or through, the Services. When you post or submit for posting User Content to the Website, you agree to and do hereby expressly grant to us and to our affiliates, parents, subsidiaries, agents, representatives, licensors or other third party partners, and our successors and assigns, a nonexclusive, worldwide, perpetual, irrevocable, transferrable, sub-licensable license and right to use, without restriction, including, but not limited to the right to quote, re-post, publish, use, adapt, translate, archive, store, reproduce, modify, create derivative works from, syndicate, license, print, sublicense, distribute, transmit, broadcast, and otherwise communicate, and publicly display or perform the User Content and to provide such User Content to any other user of the Website or the Service, or any portion thereof, in any manner or form and in any medium or forum, whether now known or hereafter devised, without notice, payment or attribution of any kind to you or any third party (collectively, the “License”). You grant us all licenses, consents and clearances to enable the use such User Content for such purposes. You waive and agree not to assert any moral or similar rights you may have in such User Content.
ii. You agree that this License includes a right for us to make such User Content available to other companies, organizations or individuals with whom we have relationships for the provision of services, and to use such User Content in connection with the provision of those services.
iii. You understand that we, in operating the Website and/or in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your User Content as are necessary to conform and adapt that User Content to the technical requirements of connecting networks, devices, services or media. You agree that the License shall permit us to take these actions.
E. User Content Submission and Posting Guidelines.
A. You are responsible for all User Content that you submit to us. You may not submit or post User Content that:
i. Is not your own original creation or that you do not have permission to use (keep in mind that just because something on the internet does not have a copyright notice on it doesn’t mean you can use it without permission);
ii. Infringes the copyright, trademark, patent right, or other proprietary right of any person or that is used without the permission of the owner;
iii. You know to be inaccurate;
iv. Is pornographic, sexually explicit, or obscene;
v. Exploits children or minors;
vi. Violates the rights of privacy or publicity of any person;
vii. Is harassing, libelous, slanderous, or defamatory;
viii. Contains any personally identifying information about any person without their consent or about any person who is a minor;
ix. May be deemed generally offensive to the Website community, including blatant expressions of bigotry, prejudice, racism, hatred, profanity or religious or political radicalism;
x. Includes advertisements, promotions, solicitations, spam, or offers to sell any goods or services for any commercial purpose;
xi. Is off topic;
xii. Is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice;
xiii. Is intended to solicit, recommend, endorse, or offer to buy or sell any securities or other financial instruments, tout stocks, or recommend that any particular security, portfolio of securities, transaction, or investment strategy is suitable for you or any specific person;
xiv. Violates any local, state, federal, and/or international laws or regulations;
xv. Promotes or provides instructional information about illegal or illicit activities;
xvi. Contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, or other equipment; or,
xvii. Is intended to overwhelm, cause technical disruptions of or denial of service to the Website.
F. Removal of User Content. We reserve the right (but have no obligation) to remove, block, edit, move or disable User Content that is objectionable to us for any reason. The decision to remove User Content at any time is in our sole and final discretion. To the maximum extent permitted by applicable law, we do not assume any responsibility or liability for User Content or for any failure to or delay in removing User Content or other Content. You are solely responsible for your User Content and may be held liable for User Content that you post.
G. DMCA Notice. If you believe that any content on the Website violates these Terms or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512, “DMCA”). In the case of an alleged infringement, please provide the following information:
i. A description of the copyrighted work or other intellectual property that you claim has been infringed;
ii. A description of where the material that you claim is infringing is located on the Website (including the exact URL);
iii. An address, a telephone number, and an email address where we can contact you;
iv. A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
v. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf; and,
vi. Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to the designated agent listed below.
We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to the designated agent listed below.
Snowcrash, Inc. Attn: Privacy Director Address: 5450 W. Washington Blvd, Los Angeles, CA 90016 Email:info@snowcrash.com
We have the right to terminate the user account of any User who repeatedly submits content that violates our intellectual property policies. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had User Content removed from the Website more than twice.
11. Transactions; Billing; Payment
A. Transactions
i. By buying or selling NFTs on the Website you agree to pay the applicable fees and you hereby authorize us to automatically deduct any fees due from your payment or account. We will provide you with a description of the fees prior to your purchase or sale of an NFT.
ii. Users will ordinarily pay the fees directly as set forth herein. Certain users may, in our sole discretion, have the opportunity to deposit funds to their account by credit card, crypto wallet, or other permitted method, and will be able to monitor the level of funds in the account by going to the account page on the Website. We do not use your funds or pool your funds with those of other users to add functionality or utility to the Services or NFTs being sold.
iii. By submitting a Bid you agree that you are submitting a binding offer to purchase the NFT on which you have bid. When your Bid is received we will confirm receipt by email and it will be viewable in your account.
iv. We do not make any representations as to the ownership or right of any seller regarding any items offered for sale on the Website. Ownership of a NFT does not necessarily mean that ownership of the copyright or other intellectual property right accompanies the NFT. Purchase of a NFT does not mean that the rights under copyright law in the underlying work transfer with the NFT. We do not make any representations regarding infringement by any item of any intellectual property rights.
v. You consent to our collection and disbursement to the NFT creator royalties for any “Secondary Sale” (i.e., any sale of the NFT after the first sale) of items, and you hereby waive any “first sale” defense regarding any Secondary Sale activities resulting in payment of a royalty. The royalty may be deducted from the sale price of Secondary Sales. You acknowledge that the royalty may either be incorporated into the NFT’s smart contract or otherwise programmed into our Website.
B. Auctions. We may conduct auctions for NFTs, and, if so, we will present our auction terms for your review.
C. Purchases
i. Fees. Fees for our Services are described in the applicable Website page for that NFT. We may change our fees at any time, which will be effective when posted.
ii. Payment Terms
(1) Unless different payment terms are specified in a Website, all fees are due in full upon purchase of the applicable Service or product.
D. Credit Card Processing. We use a third party payment processing service for processing credit card payments. Your use of any of these provider’s services is subject to your agreement to and continued compliance with their terms and conditions.
i. You are solely responsible for updating the payment method as changes become necessary.
ii. We reserve the right to change the price of any of the Services, at any time, with or without notice. In any case where notice is given, such notice will be sent to the email address on file for your account. The new fees will apply starting on the next month you are charged.
E. No refunds are provided unless and to the extent prohibited by law.
12. Unclaimed Property
If we are holding funds in your account and have no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.
13. Taxes
If any country, federal, provincial, regional, state or local entity with taxing authority over the Service imposes a tax, duty or fee directly on the Service provided to you by us under the Terms (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes), then we may pass the direct amount of such tax on to you, and you shall promptly pay that tax.
14. Risks
A. Use of our Services, and NFTs in general, is accompanied by some inherent risks. The price and liquidity of NFTs and other blockchain assets are subject to real world and virtual market and other fluctuations, including the price of other types of digital assets. The market for NFTs is new and volatile, and the price of an NFT as it relates to fiat currency may greatly decrease over a short period of time, impacting the liquidity and price of the NFT. New technologies may replace NFTs and other digital assets and platforms, thereby limiting the liquidity and value of and demand for NFTs. Domestic and foreign laws and regulations may change and affect various aspects of the use, transfer, and value of NFTs. By their very nature, NFTs are not backed by any government and are not legal tender. NFT transactions are irreversible; unintended or fraudulent transactions may not be reversible or recoverable. You are responsible for determining the level of risk you are willing to assume. We do not provide any advice or recommendations concerning any aspect of NFT investments or strategy. Since NFTs are intangible assets, any title transfer of a NFT occurs on a decentralized leger and we cannot guarantee that the transfer can be achieved.
B. We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of an NFT. We are not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result. We are not responsible for any sustained losses in the event we declare bankruptcy, go out of business, or otherwise cease operations.
C. You acknowledge and accept the risks inherently present in the use of digital goods and digital assets. We are not responsible for sustained losses due to hacking, theft or misappropriation of digital assets, impersonation of legitimate NFT owners, counterfeit NFTs, unlawful creation of replicas of original content, or misuse of original content by bad actors.
15. Term; Termination
A. Term. These Terms shall commence upon your use of the Website or the Service and shall continue until terminated.
B. Termination.
i. We reserve the right to deactivate any accounts which have not been active for at least six (6) months. We reserve the right to delete data in deactivated accounts.
ii. We reserve the right to stop providing the Website or the Service to you or access to the Website at any time for any reason and without prior notice.
iii. We reserve the right to modify, enhance, or remove features of the Website or the Service (including, without limitation, media content associated with any NFT) at any time without prior notice.
iv. We reserve the right, in our sole discretion, to close your account, without prior notice, for any one or all of the following: (i) if you breach, whether intentionally or unintentionally, any of these Terms, any supplemental rules and guidelines, any of the terms and conditions of our service providers, or any of our rights; (ii) if we receive notice that you become subject to insolvency proceedings; (iii) upon our receipt of any third party chargeback associated with any payment method tendered as payment on your account; (iv) if we do not receive a written response from you within 48 hours of any notice sent to you by us relating to your abuse of the Website or violation of these Terms; (v) if, in our judgment, your use of the Website or the Service has the potential to pose any harm to us or to any of our affiliates, partners, service providers or customers; (vi) if your account becomes past due and is not paid within twenty days of becoming past due; (vii) if a hacked script or otherwise compromised website is discovered on our systems at the Service in use by you; (viii) if an unusual spike in resource usage is detected by our systems resulting in an account far outstripping the allotted resources; (ix) if you fail to cure any suspension of your account or any individual Service, to our satisfaction, and within the time frame we specify; or, (x) if, in our judgment, we have received too many complaints about your User Content (where submission of User Content is permitted). In the event of any such closure of your account, you will not be eligible for a refund of any fees and you may be prohibited from reopening your account, opening a new account or accessing any existing account. You agree that we shall not be liable, in any way, for any closure pursuant to this section of the Terms.
v. Upon any closure of your account: (i) all rights granted to you and all our obligations to you hereunder shall cease immediately (except those expressly surviving or which by their nature would survive); (ii) all access to the Service and your account will cease immediately; (iii) you will be billed for, and we may automatically attempt to collect from your payment method, any outstanding amount owed; and (iv) we may delete all of your data and User Content from our servers and backup systems and we may not have or keep a backup of the data and User Content. We recommend that you run regular backups of any data you provide to us. As well, we also recommend that you ensure you have retrieved all data and User Content and made all necessary backups before submitting any request to close your account or any of the Service. You agree to and hereby do indemnify and hold us harmless from and against any and all claims, losses, or damages arising from any closure of your account. You are not permitted to access your account or any of the Service formerly associated with your account following any closure.
16. Intellectual Property
A. Ownership. You agree that use of the Website and the Services does not constitute any basis for ownership of the Website or the Service and that we, our affiliates or our licensors own all legal right, title, and interest in and to the Website and the Services and all information, materials, images, software, photographs, articles, functions, text, and other content solely provided by or on our behalf on the Services (specifically excluding any User Content that is, as between you and us, your property but licensed to us). The Website and Services, are protected under the copyright laws and other intellectual property laws of the United States and other countries. We reserve all rights not expressly granted herein in and to the Website and Services. Unless otherwise noted, our name and all other trademarks, service marks, trade names, logos or other designations of source displayed on the Website are our property, or that of our affiliates or licensors. All third party trademarks, service marks, trade names, logos or other designations of source are the property of their respective owners. Nothing on the Website shall be construed as granting any license or right not expressly set forth herein. Any unauthorized use of the Website or Services will terminate the permission or license granted herein and may violate applicable law.
B. By purchasing an NFT on the Website, you shall be receiving a limited, revocable, non-exclusive, non-transferable (except in the case of secondary sales), non-sublicensable, royalty-free license to display the original content underlying the NFT for your personal and non-commercial use. You understand and agree (a) that your purchase of an NFT does not give you any rights or licenses to the underlying content or associated intellectual property (except as expressly provided herein), (b) that you do not have the right to reproduce, distribute, create derivative works of, or otherwise commercialize any of the original content, and (c) that your purchase of an NFT does not entitle you to any equity or ownership interest in any entity, project, or endeavor. For the avoidance of doubt, the foregoing license shall not extend to you if the NFT is obtained through illegal or improper means. Furthermore, any purchaser of an NFT agrees that it may not, nor may it permit any third party, to: (i) use the original content 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, violates applicable law, or violated our Website policies; (ii) incorporate the original content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms or solely for the purchaser’s personal, non-commercial use; (iii) distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the original content; (iv) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the original content; (v) attempt to mint, tokenize, or create an additional cryptographic token representing the same original content; (vi) falsify, misrepresent, or conceal the authorship of the original content; (vii) otherwise utilize the original content for the purchaser’s or any third party’s commercial benefit; (viii) alter, transform, modify, extract or make derivative works of the original content; (ix) create, market, or sell any fractionalized interest in the NFT or original content or (x) disable or circumvent any security features implemented in connection with the NFT and original content. Some NFTs may contain third-party intellectual property. You hereby acknowledge that these Terms only permit purchasers of an NFT to use any embedded third-party intellectual property to the extent that it is included in such NFT. Owners or licensors of any such third-party rights shall have the right to enforce their intellectual property rights against you. All rights granted herein will immediately terminate if you breach any of these Terms or no longer possesses the NFT for any reason.
C. We reserve the right to cease offering any NFT at any time, at our sole discretion. You acknowledge and agree that, in the event we cease offering an NFT, we may remove or dissociate original content or third-party intellectual property from the NFT, revoke your license granted herein to display original content or third-party intellectual property underlying the NFT, or otherwise limit access to and use of original content or third-party intellectual property underlying the NFT. We will make commercially reasonable efforts to notify you if any NFTs in your crypto wallet will be affected by such changes to NFT availability.
D. An NFT may include an underlying work that is licensed from a third party (e.g., a photographer or an artist, the “Third Party Licensor”) and that Third Party Licensor may display, license, distribute, and/or create a derivative work of the underlying work in connection with an unrelated non-fungible token or otherwise at a later date.
E.Once you sell an NFT, the licenses granted to you under these Terms with respect to the associated NFT shall terminate. Notwithstanding the foregoing, you may not be able to resell your NFTs, and no representations are made as to the resaleability of any NFTs.
F. National Geographic Notice. NATIONAL GEOGRAPHIC and Yellow Border Design are trademarks of National Geographic Society, used under license, and © National Geographic Partners, LLC.
17. Disclaimers
A. You acknowledge and agree that NFTs offered through the Services are intended for personal enjoyment and we make no promises as to the financial value of any NFT or whether that financial value will change over time. NFTs are intended and offered solely for entertainment or consumptive purposes and not intended or suitable for investment, speculation, or financial gain. NFTs are not securities as defined under the federal and/or state securities laws and regulations of the United States.
B. THE SERVICES, AND THE WEBSITE AND THE CONTENT, MATERIALS, INFORMATION, SERVICES, AND PRODUCTS DESCRIBED AND/OR OFFERED FOR SALE ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, VIDEOS, AND LINKS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER STATUTORY OR IMPLIED OTHER THAN AS EXPRESSLY STATED HEREIN. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING, OR COURSE OF PERFORMANCE OR USAGE OF TRADE. WE DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR RELATED TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR RELATED TO THE SERVICES OR THE SERVER THAT ENABLES THE SERVICES TO BE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE CONTENT ON THE WEBSITE IN TERMS OF ITS COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. DEPENDING ON THE STATE IN WHICH YOU RESIDE SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE US FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
18. Limitation of Liability
A. WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY OTHER PERSON OR COMPANY MAY SUFFER. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND DAMAGES RELATED TO CORRUPTION OR DELETION OF THE WEBSITE) ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICE (INCLUDING, BUT NOT LIMITED TO, INOPERABILITY OF OUR OR OUR CONTRACTORS’ SERVERS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY US OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY THIRD PARTY’S USE OF THE WEBSITE, ANY LOSS THAT MAY OCCUR DUE TO ANY LOSS OF THE SERVICE, THE USE OF THE WEBSITE OR THE SERVICE, ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE OR THE SERVICE, THE NON-DELIVERY OR MIS-DELIVERY OF DATA BETWEEN YOU AND US, EVENTS BEYOND OUR REASONABLE CONTROL, THE NON-RECOGNITION OF OUR HOSTING SERVERS, THE PROTECTION OR PRIVACY OF ELECTRONIC MAIL OR OTHER INFORMATION TRANSFERRED THROUGH THE INTERNET OR ANY OTHER NETWORK PROVIDER OR SERVICE ITS CUSTOMERS MAY UTILIZE, OR THE APPLICATION OF ANY POLICY SET FORTH HEREIN.
B. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICE, OR ANY USER CONTENT IS TO STOP USING THE WEBSITE AND THE SERVICES, AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT WE, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON OR COMPANY REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE WEBSITE. IN NO CASE SHALL THE TOTAL AGGREGATE LIABILITY OF US, OUR OWNERS, SUBSIDIARIES, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS TO YOU EXCEED THE GREATER OF THE AMOUNT THAT YOU PAID TO US FOR THE SERVICE WITHIN THE SIX MONTHS IMMEDIATELY PRIOR TO THE CLAIM ARISING, OR ONE HUNDRED DOLLARS (US$100).
C. Exceptions by Some States or Countries on Non-Allowance of Exclusion.
i. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
ii. NOTICE TO CALIFORNIA RESIDENTS:IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
19. Indemnification
A. By utilizing the Website or the Service you agree to indemnify and hold us and our officers, directors, employees, agents, and affiliates harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by us through your use of the Website or the Services or your posting or submission of User Content (if permitted) in violation of these Terms (including, but not limited to, negligent or wrongful conduct, infringement of any third party’s intellectual property, confidentiality, privacy or publicity rights). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. This section shall survive any termination of the Terms.
20. Cooperation with Law Enforcement and Government Agencies; Required Disclosures
A. You acknowledge that we have the right to investigate and prosecute violations of these Terms, including intellectual property, publicity and privacy rights infringement and website security issues, to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of the Website or the Services, but we have the right to do so for the purpose of operating the Website, to ensure your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental or regulatory body.
B. You understand and agree that we may disclose your Personal Information if required to do so by law, court order, legal process, or subpoena, including to respond to any government or regulatory request (after, if permitted, giving reasonable notice to you and using commercially reasonable efforts to provide you with the opportunity to seek a protective order or the equivalent (at your expense), or if we believe that such action is necessary to (a) conform to the law, comply with legal process served on us or our affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) to enforce these Terms (including for billing and collection purposes), take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our Website; or, (c) to exercise or protect the rights, property, or the safety of us, our users or others.
21. Dispute Resolution
A. Time Limitation. Any claim or action against us must be brought within twelve (12) months of the cause arising, otherwise such claim or action is permanently barred.
B. MANDATORY BINDING ARBITRATION
i. Other than for the grounds set forth in Section 21.C (labeled “Exceptions to Agreement to Arbitrate”), in the event of any dispute, claim, question or disagreement arising from or relating to the Terms or the breach thereof, the NFTs offered through the Services, or the access or use of the Website or our Services, the parties hereto shall use reasonable efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in Los Angeles, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.
ii. The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to the Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
iii. The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.
C. Exceptions to Agreement to Arbitrate. You and we agree that we may bypass arbitration and go to court to resolve disputes relating to: (a) your or our intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents), or (b) your violation of our User Content Posting Guidelines.
D. Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You agree that neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity, and each party hereby waives any right to assert consolidated claims with respect to any disputes subject to arbitration under these Terms or any disputes between the parties. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
E. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right we or you may have to a trial by jury for any legal action arising out of or relating to these Terms or the transactions contemplated hereby.
22. Location of Operation
Our Website is operated in the United States of America, and we make no representation that content provided is applicable or appropriate for use in other locations. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. Your use of the Website does not subject us to judicial process in or to the jurisdiction of courts or other tribunals in your jurisdiction or location.
23. Communications/Notice
A. By creating a User account or giving us any contact or other information, you agree to and do hereby consent to receive mail and electronic communications (email, text/SMS and by telephone) from us and/or by posting the communications on the Website (e.g., by posting notices on your account profile page) concerning information and/or our Services (collectively, “Communications”). For Users with an account, Communications may be those that we are required to send to you by law (e.g., data security incident notifications) concerning us, your account or information, the Website, or the Services (“ Required Communications”). The Communications may also be those that we send to you for other reasons. You may change the email or mobile phone number on file for your account by visiting your account profile page or by contacting us. You may opt out of receiving all Communications, other than Required Communications, via email by sending a notice to us that identifies your full name, user name and email address; however, you will not receive any further electronic notices from us (other than Required Communications), which notices may include important notices or announcements.
24. General
A. Governing Law. For all legal proceedings arising out of use of the Website, the Services, and/or relating to these Terms, these Terms and the relationship between you and us shall, irrespective of any choice of laws rules, be governed by and construed in accordance with the laws of the State of California. You understand and agree that your use of the Website and the Service as contemplated by these Terms shall be deemed to have occurred in the state of California. To the extent litigation is permitted pursuant to these Terms, you and we hereby irrevocably and unconditionally submit to the jurisdiction of courts located in Los Angeles, California or the court of competent jurisdiction closest thereto if no court of competent jurisdiction resides therein, and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. You and we irrevocably waive, to the fullest extent permitted by law, any objection that you may now or hereafter have to the laying of the venue of any proceeding brought in any such court or any claim that a legal proceeding commenced in such court has been brought in an inconvenient forum.
B. Assignment. You may not assign, convey, or transfer (whether by contract, merger or operation of law) (collectively, “assign” or variants) these Terms, in whole or in part, without our prior written consent, which may be granted or withheld by us in our sole discretion. Any attempted assignment in violation of these Terms will be of no power or effect. We may assign these Terms freely at any time without notice. Subject to the foregoing, these Terms will bind and inure to the benefit of each party’s permitted successors and assigns. We reserve the right to, and you hereby consent to, our right to disclose, transfer, and/or assign your Personal Information in connection with a merger, consolidation, restructuring, financing, sale, or other transaction or pursuant to any court proceeding. In addition, if a potential buyer is interested in purchasing us, you agree that we may provide the potential buyer with your Personal Information on a confidential basis and subject to the use restrictions in these Terms.
C. Agreement. These Terms, including, the Privacy Policy and any other terms agreed to by way of your express consent or your use of the Website or the Services shall constitute the entire and exclusive understanding and agreement between you and us regarding this subject matter, and shall supersede any and all prior or contemporaneous representations or understandings relating to this subject matter. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration. The failure of us to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or our right to act with respect to subsequent or similar breaches. The headings of sections and paragraphs in these Terms are for convenience only and shall not affect its interpretation.
D. Relationship of the Parties. The parties intend that no partnership, joint venture, employee, employer or other relationship is intended or will be created by these Terms. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of us, any of our affiliates or respective service providers. There are no third-party beneficiaries to these Terms.
E. Notices. You agree that we may provide you with notices, including those regarding changes to these Terms, by email to the address you provided at the time of registration or such changed address as you provide to us in your account data. Our address for notices is set for the below.
F. Contact Us. Our contact information is: Snowcrash, Inc., 5450 W. Washington Blvd, Los Angeles, CA 90016; Email:info@snowcrash.com. You may also visit our “Contact Us” website page athttps://snowcrash.com/.
