The following are the terms and conditions (these “Terms”) under which you (a “User”) may use the https://m1563.com/ web site (the “Web Site”). By accessing and using the Web Site, or by purchasing or otherwise obtaining, accessing or using any product or service of M 1563 Media, Inc., a British Columbia corporation (the “Company”) that can be purchased, accessed or obtained via the Web Site (“Company Offerings”), the User accepts and agrees to be bound by these Terms. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT TERMS AND CONDITIONS WITH RESPECT TO A USER’S RIGHTS AND OBLIGATIONS AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN THE USER AND THE COMPANY. The Company may, in its sole discretion, modify or revise these Terms at any time by updating the text of this page. Users are bound by any such modification or revision and should therefore visit this page periodically to review these Terms.
If the person accessing and/or using the Web Site, or purchasing or otherwise transacting with any Company Offering, is doing so on behalf of any other person or entity, such person represents and warrants that he or she has the right, power and authority to act on behalf of and to bind such person or entity.
ANY USER WHO DOES NOT AGREE WITH THESE TERMS MUST IMMEDIATELY CEASE ANY ACCESS TO AND USE OF THE WEB SITE AND COMPANY OFFERINGS.
2. Specific Terms
Specific rules and/or supplemental terms and conditions, in addition to these Terms, may be provided with respect to certain Web Site transactions or Company Offerings (“Specific Terms”). In such cases, the Specific Terms will apply and control over any inconsistent or conflicting provisions of these Terms, but only with respect to the particular transactions or Company Offerings to which they apply.
4. NFTs and Smart Contracts
The Company may from time to time offer for sale or otherwise make available Company Offerings (which may include third-party art and other content) in the form of non-fungible tokens (“NFTs”) capable of digital transmission over peer-to-peer networks utilizing Ethereum or other blockchain platforms and technologies (“Platforms”).
The Company does not operate or control such Platforms and cannot ensure or guarantee the accessibility, stability, security, functionality, interoperability or performance of the relevant Platforms and, consequently, NFTs.
BEFORE BIDDING ON, PURCHASING OR USING NFTs, USERS SHOULD EDUCATE THEMSELVES TO MAKE INFORMED DECISIONS. USERS ARE SOLELY RESPONSIBLE FOR ENSURING THAT THEY HAVE OBTAINED, VERIFIED AND FULLY UNDERSTAND ALL INFORMATION PERTINENT TO NFTs AND RELATED PLATFORMS, AND THEIR USE AND ASSOCIATED RISKS, PRIOR TO ENGAGING IN ANY TRANSACTION OR ACTIVITY INVOLVING NFTs OR PLATFORMS. USERS ACKNOWLEDGE THAT THERE ARE INHERENT RISKS ASSOCIATED WITH PURCHASING AND DEALING WITH NFTs OR OTHERWISE MAKING USE OF BLOCKCHAIN TECHNOLOGIES, INCLUDING THOSE DESCRIBED IN THE RISK DISCLOSURE STATEMENT INCLUDED AT THE END OF THESE TERMS, AND EACH USER EXPRESSLY AND UNCONDITIONALLY ACCEPTS AND ASSUMES ALL SUCH RISKS.
NFTs are designed for personal enjoyment and not intended to be a digital or virtual currency, security, commodity or any other kind of financial instrument. Any release by the Company of NFTs (whether or not minted by the Company) does not constitute an invitation to the public or otherwise to subscribe to or purchase any securities. No information within the Content or any Company Offering is intended or shall constitute the rendering of legal, accounting, tax or other professional advice. Decisions to buy, sell, transact in or otherwise perform operations involving NFTs and/or Platforms are the User’s responsibility and should be made only based on the advice of qualified experts.
NFTs, Platforms and certain Company Offerings utilize blockchain-based executable code designed to perform specific actions when predetermined conditions are met (“Smart Contracts”). Examples of operations that may be initiated or executed through one or more Smart Contracts include staking of auction bids and other auctioning functionality, or the deduction and distribution of Gas Fees, royalty fees to creators, and other transaction-based fees associated with the purchase, sale or other transfer of NFTs.
SMART CONTRACTS FORM AN ESSENTIAL PART OF ANY NFT OR BLOCKCHAIN TRANSACTION. PRIOR TO INITIATING ANY BLOCKCHAIN TRANSACTION, INCLUDING THE BIDDING ON, PURCHASE OF OR OTHER TRANSACTION INVOLVING AN NFT, IT IS THE USER’S RESPONSIBILITY TO REVIEW THE SMART CONTRACT ON THE BLOCKCHAIN TO ENSURE THAT THE USER IS AWARE OF AND FULLY UNDERSTANDS ALL TERMS REFLECTED THEREIN. THE USER HEREBY EXPRESSLY CONSENTS TO AND AGREES TO BE BOUND BY, AND IRREVOCABLY WAIVES ANY OBJECTIONS TO, THE APPLICABLE SMART CONTRACT TERMS AND THE EXECUTION THEREOF. IN THE EVENT THE WEB SITE, ANY COMPANY OFFERING OR ANY CONTENT SUMMARIZES, CHARACTERIZES OR OTHERWISE EXPRESSES ANY TERMS IMPLEMENTED IN A SMART CONTRACT, USER ACKNOWLEDGES AND AGREES THAT SUCH INFORMATION IS FOR CONVENIENCE ONLY AND THAT THE SMART CONTRACT WILL ALWAYS PREVAIL IN THE EVENT OF ANY INCONSISTENCY.
5. Transactions, Payment and Fees
The Company may from time to time offer NFTs and other Company Offerings for sale by way of auctions or other sales in which the Company sets the floor price before Users bid for a fixed period of time. Any bid placed by a User is binding and cannot be withdrawn or modified. When a User has the winning bid, such User agrees to purchase and pay for the applicable NFT or Company Offering. Where applicable, the transaction may be automatically executed pursuant to the applicable Smart Contract.
The Company reserves the right to toll or extend any auction period or to cancel and/or restart any auction, in the event of service disruptions, technical problems or other unforeseen events. The Company also reserves the right to reject any bid that the Company in its sole discretion determines to involve actual, suspected or heightened risk of fraudulent, counterfeit, illegal or other improper conduct or activity.
The bidding on and/or purchase of an item via the Web Site and the delivery to any User of any such item are subject to (i) the User’s acceptance of these Terms; (ii) the User’s payment of the purchase price set forth on the transaction page of the Web Site, or the amount bid in the case of a winning auction bid, in accordance with the procedures set forth on the Web Site and the applicable Smart Contracts; (iii) the User’s provision through the Web Site of a digital wallet address, utilizing a compatible digital wallet from a third party provider, to which the item will be delivered and from which payment is made; and (iv) the User’s successful completion (as determined by the Company in its sole discretion) of any applicable diligence and other processes as required by the Company as a condition to accepting a bid or otherwise confirming a transaction. Unless otherwise specified on the Web Site, all payments for NFTs shall be made in the applicable cryptocurrency specified on the Web Site and all transactions will be fulfilled via the applicable automated Smart Contract processes executed and recorded on the Platform.
By bidding on, transacting in or otherwise performing operations involving NFTs or other Company Offerings making use of Smart Contracts, whether via the Web Site or any third-party marketplace or other platform, the User agrees to pay all applicable fees including Gas Fees. “Gas Fees” fund the network of computers that run the decentralized Platform and are payable for each transaction that occurs via the Platform. Each User is solely responsible for determining what Gas Fees apply to transactions initiated by such User. The Company does not have any visibility into or control over these fees, nor does the Company have the ability to reverse any transactions. Accordingly, the Company shall have no liability to Users or third parties for any claims or damages that may arise as a result of any transactions that any User engages in.
A “Secondary Transaction” means any transaction in which an NFT is sold by one owner to another owner, or is otherwise transferred, distributed, or disseminated (regardless of whether consideration is paid) in any manner other than the initial transaction facilitated through the Web Site in which such NFT was first acquired by its original purchaser. Secondary Transactions may rely on third-party platforms and technologies which are outside of the Company’s control, and the Company will have no liability or responsibility with respect thereto. Any User engaging in a Secondary Transaction agrees to provide notice of these Terms, including a link to the Web Site or other method by which these Terms can be accessed, to any transferee of an NFT in such Secondary Transaction. Any such transferee shall, by purchasing or otherwise receiving an NFT in a Secondary Transaction, be deemed to have accepted all of the terms hereof (except those related to a User’s payment to the Company of the original purchase price), and references herein to “User” shall be deemed to mean and/or include, as required by the context, any such transferee.
USERS MUST BE AT LEAST 18 YEARS OF AGE TO BID ON, PURCHASE OR USE NFTS AND OTHER COMPANY OFFERINGS, REGARDLESS OF ANY CONSENT FROM A PARENT OR GUARDIAN. Additionally, certain Company Offerings may not be appropriate or available for purchase or use in some jurisdictions, and Users may not bid on, purchase, access or use any Company Offering if they are not in a jurisdiction where such bidding, purchase, access or use is lawful. Users must comply with all applicable national, federal, state, provincial and local laws, statutes, regulations, rules, codes, ordinances, orders and directives (“Applicable Laws”) when using the Web Site and Company Offerings and, in particular, when bidding on, buying, selling, transferring or using NFTs, all of which activities are at the User’s own risk.
7. Proprietary Rights
The Web Site, Company Offerings and the information, content and technology which they contain (collectively, “Content”) are the property of the Company or its affiliates and licensors, as applicable, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other foreign and domestic intellectual property laws. All company and product names and logos are trademarks or registered trademarks of their respective owners in certain countries.
Nothing contained on the Web Site or within any Company Offering or Content should be construed as granting, by implication, estoppel or otherwise, any license or right under any intellectual property right except as expressly permitted by these Terms or with the Company’s prior written permission. No part of the Web Site, Company Offerings or Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording without the Company’s prior written approval in each case. If for any reason the Company decides to license or otherwise permit any User to conduct certain additional activities using its Content, the Company reserves the right to revoke and/or terminate any such licenses and permissions at any time and no act, omission or delay on the Company’s part in connection with any of the foregoing shall operate as a waiver of any of its rights or remedies under these Terms or otherwise.
All information and content, including remarks, suggestions, ideas, graphics, User actions and other content resulting from User interactions with or in respect of Company Offerings or otherwise communicated to or collected by the Company through the Web Site or any Company Offering, including through any social media channel that the Company may have established, are the exclusive property of the Company. The Company may use any such information and content for any purpose, without restriction or compensation to the User creating or submitting such information or content. By creating or submitting any such information or content, the User represents and warrants the originality of such information or content and accepts all responsibility for its accuracy, appropriateness and legality.
Without limiting the foregoing, as between the parties, all intellectual property rights including copyrighted materials, trade names, trademarks or service marks, and names, images or likenesses of individuals or characters, that is incorporated in and/or associated with NFTs (collectively, “NFT IP”) is owned by the Company or its licensors, and all goodwill and other rights generated by any use of NFT IP shall inure exclusively to the benefit of the Company and its licensors. Use of NFT IP by any User is subject to the limited rights expressly granted and all restrictions specified in these Terms and any applicable Specific Terms. Subject to compliance with these Terms and any applicable Specific Terms, a User may access, view and/or display the NFT IP incorporated in or specifically associated with an NFT solely as part of the User’s authorized use of such NFT, for his or her own personal, non-commercial use only and solely for so long as the User owns such NFT. Except as expressly set forth herein, all rights in the NFT IP are expressly reserved by the Company and its licensors. Without limiting the foregoing, Users may not, nor may they permit any third party to, do or attempt to do any of the following without the Company’s express prior written consent in each case: (i) modify any NFT IP, including by separating, unlinking, or decoupling any NFT IP from the NFT with which it is associated; (ii) use any NFT IP to advertise, market, promote, or sell any product or service or otherwise for any commercial benefit; (iii) include any NFT or NFT IP in any other product or service, including in the creation or minting of any new NFTs; or (iv) create, sell or otherwise offer partial or fractionalized interests in any NFT.
8. User Responsibilities
EACH USER IS SOLELY RESPONSIBLE FOR ALL BLOCKCHAIN TRANSACTIONS SUCH USER ENGAGES IN AND THE COMPANY SHALL HAVE NO LIABILITY TO THE USER OR ANYONE ELSE IN CONNECTION THEREWITH. Each User assumes full responsibility for all activities that occur through the use of such User’s login credentials or digital wallet address, whether or not the User has authorized such activities or use. If a User believes that a third party has access to the User’s login credentials or digital wallet, the User should use the appropriate password regeneration feature as soon as possible to obtain a new password. In all circumstances, each User agrees not to permit any third party to use or access the Web Site or any Company Offering through such User’s login credentials or digital wallet address, and each User bears all responsibility for any such access or use, whether or not the User has authorized such access or use.
Each User agrees not to: (a) impersonate or misrepresent the User’s affiliation with any person or entity; (b) access, tamper with, or use any non-public areas of the Web Site or Company Offering or the Company’s computer systems; (c) attempt to probe, scan or test the vulnerability of the Web Site, Company Offering or any related system or network, or breach any security or authentication measures used in connection with the Web Site, Company Offering or any of such systems and networks; (d) attempt to decipher, decompile, disassemble, reverse engineer or otherwise investigate any of the software or components used to provide the Web Site or Company Offering; (e) reproduce, modify or creative derivative works based upon the Web Site, Company Offering or Content, or any portion thereof; (f) harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including by sending a virus, overloading, flooding, spamming or mail-bombing the Web Site or Company Offering, or otherwise; (g) provide payment information belonging to a third party; (h) use the Web Site or Company Offering in an abusive way contrary to its intended use, the Company’s policies and instructions, any obligation a User owes to any third party, or any Applicable Law; (i) systematically retrieve data or other content from the Web Site or Company Offering to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders or otherwise; (j) make use of the Web Site or Company Offering in a manner contrary to these Terms or any applicable Specific Terms, including by exploiting any part of the Web Site or Company Offering for any commercial purpose; (k) infringe third-party intellectual property rights when using or accessing the Web Site or any Company Offering; (l) make use of, promote, link to, or provide access to materials deemed by the Company, in its sole discretion, to be offensive or cause harm to our reputation, including illegal content and pornographic content and other content deemed by the Company in its sole discretion to be offensive or injurious to the Company and/or the Web Site or any Company Offering (such as Warez sites, IRC bots and bittorent sites); or (m) host or provide matchmaking services for the Web Site or any Company Offering or emulate or redirect the communication protocols used by us in any network feature of the Web Site or any Company Offering, through protocol emulation, tunneling, modifying or adding components to the Web Site or any Company Offering, use of a utility program or any other techniques now known or hereafter developed, for any purpose including network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks, websites, or services.
Users agree to comply, at all times, with all rules, acceptable use policy and other instructions published on the Web Site from time to time. Without limiting the foregoing, Users’ online conduct and interaction with other users of the Web Site should be guided by common sense and basic etiquette. The Company may suspend or terminate any User’s access to the Web Site and Company Offerings for any conduct the Company deems improper, including as specified in Section 11 below.
Each User represents, warrants, covenants and agrees that (a) the User is not located in, and is not a national or resident of, any country or territory subject to territorial embargoes of the United States, United Kingdom, European Union, Australia or Canada, including Cuba, Iran, North Korea, Syria, or the occupied Crimea, Donetsk and Luhansk regions (“Restricted Countries”); and (b) the User is not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) identified on U.S. or other applicable government restricted party lists, such as the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List or the U.S. Department of State’s Terrorist Exclusion List; or (ii) engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles. Without limiting the foregoing, the Company may terminate or block a User’s access to the Web Site and/or Company Offerings if it identifies a User’s IP address, location or address of residence or use of the Web Site or any Company Offering as originating from any Restricted Country.
Each User further represents, warrants, covenants and agrees that (a) the User will not use, trade, sell or otherwise dispose of any NFT in any manner that is contrary to, or in violation of, any Applicable Law; (b) the User has the full right and authority to use the Web Site and Company Offerings and to be bound by these Terms; and (c) the User will at all times comply with Applicable Laws.
9. Third-Party Products
The Web Site and Company Offerings may link to or interact with websites, content, information, products, services, applications and other offerings from third-party providers or publicly available sources (“Third-Party Products”). Any use of a Third-Party Product is subject to the applicable terms between the User and the provider thereof, and the User is responsible for complying with those terms. Any use of a Third-Party Product is at the User’s own risk, and the Company makes no representations, warranties or promises, and disclaims all implied representations, warranties and promises, regarding Third-Party Products. In particular, the Company makes no representation, warranty or guarantee that any Third-Party Product will not change or will not be suspended or discontinued. By activating or using any Third-Party Product with a Company Offering, a User grants the Company permission to share information and data with the applicable third-party providers to the extent necessary to enable and support the provision or use of such Third-Party Product. The existence of a link between the Web Site or a Company Offering and a Third-Party Product does not imply or constitute an endorsement of such Third-Party Product.
10. Investigation and Enforcement
The Company reserves the right to investigate and prosecute violations of these Terms to the maximum extent permissible under Applicable Law, including by involving and cooperating with law enforcement authorities. Users acknowledge and agree that, although the Company is not obligated to do so, it may monitor access to or use of the Web Site or Company Offerings for operational purposes and to ensure Users’ compliance with these Terms, and to comply with Applicable Law or any order or requirement of a court, administrative agency or other governmental body.
11. Suspension and Termination
THE COMPANY RESERVES THE RIGHT TO REMOVE ANY CONTENT OR TO TEMPORARILY OR PERMANENTLY DISCONTINUE THE WEB SITE OR ANY COMPANY OFFERING AT ANY TIME WITHOUT PRIOR NOTICE. A User may stop using the Web Site or any Company Offering at any time. The Company reserves the right to refuse service under these Terms to the fullest extent allowed by Applicable Law. Without limiting the foregoing, Users agree that the Company in its sole discretion may block access to the Web Site and/or any Company Offering for any conduct or activity that the Company suspects may violate these Terms or any Specific Terms, is or may be fraudulent, abusive or illegal, or may have a negative effect on the use or enjoyment by others of the Web Site or any Company Offering. The Company is not required to provide notice before terminating or suspending any User’s access to the Web Site or any Company Offering, although it may choose to do so. Any User who may be blocked by the Company from accessing the Web Site or any Company Offering (including by blocking a User’s IP address) agrees not to attempt to circumvent such blocking by any means, including by masking an IP address or using a proxy IP address. No termination or suspension of a User’s account shall relieve the User of its obligations under these Terms.
12. Disclaimer of Warranties and Limitation of Liability
THE WEB SITE, CONTENT, NFTs AND OTHER COMPANY OFFERINGS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT ANY KNOWLEDGE AS TO A USER’S SPECIFIC CIRCUMSTANCES, AND ALL USE THEREOF IS AT THE USER’S OWN RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION AND SPECIFICALLY DISCLAIM ALL EXPRESS AND IMPLIED REPRESENTATIONS, WARRANTIES AND GUARANTEES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, Users specifically acknowledge that the Web Site, Company Offerings and/or Content may become unavailable due to maintenance or malfunction of computer equipment or for other reasons, and there may also be delays, omissions or inaccuracies in information contained in the Web Site, any Company Offering and/or Content. The Company also makes no warranties or guarantees, express or implied, that any NFT or other Company Offering will meet a User’s requirements or will work in combination with the Platform or any Third-Party Offering, or that any problems or errors will be identified or corrected.
Users further acknowledge that the performance of the Web Site, NFTs and other Company Offerings are dependent on the performance of Users’ computer equipment, Internet connection and telecommunications services, and that Users need a supported web browser to access the Web Site and to use Company Offerings. The Company may cease to support any given web browser at any time. If a User accesses the Web Site or a Company Offering through a mobile device, the User may be subject to fees, charges, data limitations or other terms imposed by its wireless service carrier. Accessing or using certain products or services may also be prohibited or restricted by a User’s carrier, and the Web Site and/or Company Offerings may not work with all carriers, devices, browsers or operating systems.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ANY OF ITS AFFILIATES, SUPPLIERS AND LICENSORS HAVE ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO, OR DISCLOSURE OF INFORMATION OR DATA, OR LOSS OF ANY UNREALIZED SAVINGS OR EXPECTED BENEFIT, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE USE, PERFORMANCE, FAILURE OR INTERRUPTION OF THE WEB SITE OR ANY COMPANY OFFERING, WHETHER FORESEEABLE OR NOT, AND EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE COMPANY EXPRESSLY DISCLAIMS ALL SUCH DAMAGES TO THE MAXIMUM EXTENT ALLOWED BY LAW. IF THE COMPANY FOR ANY REASON IS FOUND LIABLE TO PAY A USER ANY DAMAGES, INCLUDING REIMBURSEMENT OF EXPENSES SUCH AS ATTORNEYS’ FEES, THE COMPANY’S TOTAL CUMULATIVE LIABILITY TO ANY USER UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF USD $100 OR THE ACTUAL AMOUNT SUCH USER PAID TO THE COMPANY PURSUANT TO THESE TERMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM OR LIABILITY. THE ABOVE LIMITATIONS OF LIABILITY WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AND SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY THEREFORE NOT APPLY TO PARTICULAR USERS.
13. Export Compliance
The technology and software underlying the Web Site and Company Offerings (“Software”) may be subject to export controls and other laws, restrictions, regulations and rules of the United States, Canada or other applicable jurisdictions, including the Canadian Export and Import Permits Act and the U.S. Export Administration Regulations (“EAR”) and Foreign Assets Control Regulations (collectively, “Export Laws”). No Software may be downloaded or otherwise exported or re-exported in violation of any Export Laws or other Applicable Laws. Downloading or using any Software is at the User’s sole risk. Recognizing the global nature of the Internet, each User agrees to comply with all Applicable Laws regarding such User’s use of the Company Offerings including any Software.
14. Indemnification and Release
Each User agrees to defend, indemnify and hold harmless the Company, its affiliates and their respective employees and agents, from and against all Claims (as defined below) arising out of or in any way connected with a User’s improper use of the Web Site or Company Offerings or a User’s violation of these Terms, the rights of any third party or any Applicable Law. “Claims” include any past, present, or future actions, causes of action, demands, assertions of rights, costs, demands, expenses, injuries, judgments, losses suits, damages and attorneys’ fees and other costs of defense, of any kind or nature whatsoever, whether in tort, contract, pursuant to statute, at law or equity or otherwise, whether direct or indirect, contingent or absolute, and whether or not known, foreseeable, liquidated, anticipated or suspected.
To the maximum extent permitted by law, and except as otherwise expressly provided herein, each User, on behalf of such User and his or her past, present and future successors, predecessors, assigns, heirs, affiliates, agents, insurers, representatives, and any individual, person, organization, entity, corporation or representative who or which acquires or succeeds to the User’s rights and responsibilities, absolutely, unconditionally and irrevocably forever releases and discharges (and covenants not to sue) the Company, together with its affiliates and each of their respective past, present and future successors, predecessors and assigns, and all of their shareholders, parent companies, subsidiaries, affiliates, insurers, representatives, officers, directors and employees, from any and all Claims arising out of or in any way related to such User’s use or inability to access and/or use the Web Site or any Company Offering.
15. DISPUTE RESOLUTION – AGREEMENT TO ARBITRATE
EXCEPT AS OTHERWISE PROVIDED UNDER THESE TERMS, ALL DISPUTES AND CLAIMS BETWEEN A USER AND THE COMPANY THAT ARISE OUT OF OR IN CONNECTION WITH, OR RELATE TO, THESE TERMS SHALL BE RESOLVED, AT THE FILING PARTY’S ELECTION, IN EITHER A SMALL CLAIMS COURT OR BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES AND SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES, WHICH ARBITRATION SHALL TAKE PLACE IN NEW YORK, NEW YORK. ALL DISPUTES IN ARBITRATION WILL BE HANDLED SOLELY BETWEEN THE NAMED PARTIES, AND NOT ON ANY REPRESENTATIVE OR CLASS BASIS. FURTHER, UNLESS BOTH THE USER AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM WITHOUT AFFECTING OTHER INDIVIDUALS.
THE USER EXPRESSLY UNDERSTANDS AND AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH THE USER AND COMPANY SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.
EACH PARTY UNDERSTANDS THAT SUCH PARTY IS AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS BEFORE A JURY.
16. Disputes Among Users
Each User agrees to be solely responsible for such User’s interactions with any other user in connection with the Web Site, Company Offerings and/or the Platform and the Company will have no liability or responsibility with respect thereto. The Company reserves the right, but shall have no obligation, to become involved in any way with disputes between Users.
Unless otherwise specified herein, these Terms constitute the entire agreement between the Company and the User with respect to the Web Site, NFTs and other Company Offerings, and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Company and the User with respect thereto. Without limiting the foregoing, nothing contained in the Web Site or any Content shall be construed as a representation, warranty or covenant, or give rise to any liability or obligation on the part of the Company or its affiliates, other than as expressly set forth in these Terms.
These Terms and the relationship between the Company and User shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. Each User agrees that any cause of action that may arise under these Terms shall be commenced and be heard in the appropriate court in the State of New York, County of New York. Subject to the terms set forth in Section 16 above, the parties agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York.
If a particular provision of these Terms is held to be invalid by a court of competent jurisdiction, the provision shall be deemed to be severed from these Terms and shall not affect the validity of these Terms as a whole, which shall remain in full force and effect. The parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in any invalid provision.
Any failure by the Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms or any portion thereof by the Company must be in writing and signed by its authorized representative.
A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms 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. Whenever examples are used in these Terms with the words “including,” “for example,” “e.g.,” “such as,” “etc.” or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof. Notices to a User may be made via either email or regular mail or other electronic service.
Each User hereby consents to receive service of process by electronic means or social media to the extent allowed by the applicable federal or state court. This constitutes consent in writing as contemplated in Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state (or other jurisdiction) equivalent.
Each User agrees that no joint venture, partnership, employment, or agency relationship exists between the parties as a result of these Terms or a User’s use of the Web Site or any Company Offering. Each User acknowledges and agrees that the Company’s performance of these Terms is subject to Applicable Laws and that nothing contained in these Terms is in derogation of the Company’s right to comply with any governmental, court and law enforcement requests or requirements regarding a User’s use of the Web Site or any Company Offering, or information provided to or gathered by the Company with respect thereto.
Notice for California Users. Under California Civil Code Section 1789.3, Users from California, USA are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Users may contact the Company at the address specified below.
If you have any concern, question or complaint regarding these Terms, please contact us at M 1563 Media, Inc., Suite 2500, 666 Burrard St. Park Place, Vancouver B.C., V6C-2XB], or by e-mail at [firstname.lastname@example.org].
RISK DISCLOSURE STATEMENT
Following is a non-exhaustive list of some of the inherent risks associated with purchasing or dealing with NFTs, cryptocurrencies and other data units stored on a blockchain (“Tokens”) or any product or service that generates, embeds, relies upon or otherwise utilizes Tokens:
Risk Associated with Digital Wallets and Private Keys: A cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of Tokens supported by the Platform. Non-compatible wallet addresses may result in loss of access to Tokens. Errors or malfunctions related to digital wallets may result in the loss of Tokens. Any third party that gains access to or learns of a user’s login credentials or other private keys may be able to dispose of such user’s Tokens. If a user’s private key or wallet password gets lost or stolen, associated Tokens may be unrecoverable and permanently lost. Additionally, providing an incorrect wallet address may result in a loss of Tokens.
Risk Associated with Blockchain Protocols: Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the Platform or supporting protocols may have an adverse effect on the Tokens and Company Offerings, including causing them to malfunction or function in an unexpected or unintended manner.
Risk of Unfavorable Regulatory Action:
Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and certain jurisdictions have applied or may apply certain existing regulations on, or have introduced and may introduce new regulations addressing, blockchain technology based applications, which regulations may be contrary to the current setup of the Platform or its smart contract system and, therefore, may result in substantial modifications to the Platform, such smart contract systems and/or Company Offerings, including their termination and the loss of Tokens.
The regulatory status of NFTs, cryptographic tokens and distributed ledger technology (or certain uses thereof) is unclear or unsettled in many jurisdictions, and the regulatory status of each is distinct. To the extent they have not already done so, it is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including the Platform and its supported Tokens and the Company Offerings. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to existing law and regulation affecting distributed ledger technology and its applications, including specifically the Platform and its supported Tokens and Company Offerings. Regulatory actions could negatively impact the Platform, Tokens and Company Offerings in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration, licensing or restriction. The Company may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Platform and the Tokens and Company Offerings could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale or possession of Tokens, which restrictions could also impede, limit or end the development of the Platform or Company Offerings and/or result in legal liability.
The cryptocurrency exchange market, the token listing and trading market and initial coin offerings are (and by extension certain of the Company Offerings may be) subject to a variety of federal, state and international laws and regulations, including those with respect to “know you customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations could be enacted which could impact the Platform, Tokens and/or Company Offerings including users’ access to or use thereof. Additionally, Platform users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform, Tokens and/or Company Offerings.
Risks Associated with the Platform: The Platform may experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Platform, Tokens and Blockchain Offerings. It is possible that the use and/or popularity of the Platform will diminish for a variety of reasons, including the establishment of alternative and/or competitive platforms, and that there will be limited public interest in the creation and collection of Tokens. The Platform may also undergo significant changes for any number of reasons, including the decentralized nature of the Platform, participant behavior, and the types of offerings available on the Platform. Any such factors could negatively impact the Platform, Tokens and Company Offerings.
Risk Association with Taxation: The tax characterization of Tokens and Company Offerings may be unclear, unsettled or subject to change. Transactions in Tokens or involving Company Offerings may be considered tax events under applicable laws and regulations. Users must seek their own tax advice in connection with creating, holding, selling or otherwise dealing with Tokens, which may result in adverse tax consequences, including tax payment liability and tax reporting requirements.
Risk of Theft and Hacking: Hackers or other groups or organizations may attempt to interfere with Tokens, the Platform or Company Offerings in several ways, including denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Blockchains are susceptible to mining attacks, including double-spend attacks, majority mining power attacks, selfish-mining attacks, and race condition attacks. Any successful attacks present a risk to Tokens and Company Offerings, including the expected proper execution and sequencing of smart contract computations and Token transactions.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform, Tokens and Company Offerings by rendering ineffective the cryptographic consensus mechanism that underpins the Platform protocol, which could result in the theft, loss or decreased utility of Tokens and/or Company Offerings. Smart contracts, blockchain application software and blockchain platform protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens on the Platform will be uninterrupted or error-free and there is an inherent risk that software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, among other things, the complete loss of Tokens.
Illiquid Market Risk: Third party exchanges and marketplaces that support trading in Tokens are likely to be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g., as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite his or her representations to the contrary) a user is holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, there would be significant risks associated with such speculation or actions, and any errors associated therewith.
Risk of Uninsured Losses: Unlike bank accounts or accounts at some other financial institutions, Tokens and any funds held using the Platform are generally uninsured. In the event of any loss, there is no public insurer, such as the FDIC, or private insurer, to offer recourse to users.
Risk Associated with Incomplete Information: Users may not have full access to all information relevant to the Platform, Tokens and/or Company Offerings. The Company does not provide or offer users with recommendations or advice related to Tokens.
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