ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A className-ACTION LAWSUIT OR className-WIDE ARBITRATION. BELOW, WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION.
EXPORT CONTROLS NOTICE: BY ACCESSING, USING, OR PARTICIPATING IN OUR SERVICES, YOU REPRESENT THAT YOU ARE NOT A “SANCTIONED PERSON,” AS DEFINED BELOW, UNDER UNITED STATES LAW.
We may modify these Terms. We reserve the right to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on the Services or provide you with notice of the modification. By continuing to access or use the Services after we have posted a modification on the Services or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services. We encourage you to check back regularly to review these Terms.
We may modify or discontinue the Services. We reserve the right, in our sole discretion, to change the URL of the Website and modify, discontinue, restrict, or block access to all or part of the Services without notice to you. You agree that 9dcc will not be liable to you or to any third party for any such modification, suspension, termination, or restriction.
ALL TRANSACTIONS INITIATED THROUGH OUR WEBSITE ARE EFFECTED BY THIRD-PARTY DIGITAL WALLET EXTENSIONS (each, an “Extension”). BY USING OUR SERVICES, YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICES AND PRIVACY POLICIES FOR THE APPLICABLE EXTENSIONS. FOR METAMASK, THOSE TERMS ARE AVAILABLE AT https://metamask.io/terms.html AND https://metamask.io/privacy.html.
TO THE EXTENT ANY THIRD PARTY BESIDES 9DCC OFFERS UTILITY IN CONNECTION WITH ANY NFT OR PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT 9DCC SHALL NOT BE A PARTY TO, OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH, OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND THE APPLICABLE THIRD PARTY WITH REGARD TO SUCH UTILITY.
9dcc ITERATION-02: How to Participate
- Background and Information: Eligible Participants (as defined below) will have the opportunity, in accordance with these Terms, for a limited time, to visit the pop-up event in Miami or Website and purchase (or mint) one (1) or more NFT(s) from the 9dcc ITERATION-02 collection, “9dcc ITERATION-02” (the “Collection”). The Collection will contain a total maximum of one thousand two hundred (1,200) NFTs (each, a “9dcc ITERATION-02 NFTs”).
- Utility: Holders (as defined below) may be granted access to designated areas of the Admit One Discord server (the “Server”) and may be eligible in the future to: claim, redeem, mint, be air-dropped, or purchase NFTs from one or more collections on or through the Services, whether exclusively or before such NFTs are made available for sale to third parties or the public; and attend virtual and/or in-person meetups or events organized by or in collaboration with 9dcc or its affiliates (“Events”). You acknowledge and agree that, as a Holder, your access to one or more Events may be subject to additional terms and conditions including, without limitation, your providing 9dcc or its designee proof of identification and/or passing a criminal or other background check. 9dcc reserves the right, in its sole discretion, to restrict, limit, or deny any Utility to any Holder, including, without limitation, to limit the period of time when any Utility is available, for any reason, at any time. No Utility is intended to be any kind of endorsement whatsoever, and 9dcc makes no recommendation and provides no investment advice in connection with any Utility or otherwise as a result of being a Holder.
- Eligibility: 9dcc ITERATION-02 NFTs will be available initially through the Services only to a maximum of one thousand (1,000) users (“Eligible Participants”) in accordance with the following terms:
- In appreciation of the Admit One community, five hundred fifty-seven (557) 9dcc ITERATION-02 NFTs will be made available for purchase to holders of one or more Admit One NFTs. You acknowledge and agree that 9dcc ITERATION-02 NFT will, in accordance with these Terms, be available only to individuals holding one or more Admit One NFTs during the Availability Window (as defined below) and that 9dcc shall have no duty or obligation to make any 9dcc ITERATION-02 NFT(s) available to you at any time regardless of whether you own one or more Admit One NFTs.
- Two hundred (200) 9dcc ITERATION-02 NFTs will be minted for future distribution by 9dcc in its sole and absolute discretion.
- 9dcc shall have the right, in its sole and absolute discretion, but not the obligation, to distribute, sell, or offer any number of 9dcc ITERATION-02 NFTs that are not purchased or claimed by Eligible Participants during the Availability Window (as defined below) to any other users or third parties.
- Availability: 9dcc ITERATION-02 NFTs will be available for Eligible Participants to purchase on the Website at the following dates and times (“Availability Window”):
- Starting on Monday, December 5, 2022 at 12:00pm EST, Admit One NFT holders will have twenty-four (24) hours to purchase and claim a maximum of one (1) 9dcc ITERATION-02 NFT using the Website.
- Starting on Tuesday, December 6, 2022 at 12:00pm EST, Admit One NFT holders will have twenty-four (24) hours to purchase and claim a to be determined quantity of 9dcc ITERATION-02 NFT(s).
- Secondary Market: Starting on a date to be announced on the Website or other channels operated by 9dcc, 9dcc ITERATION-02 NFTs will be available for purchase and re-sale on our secondary marketplace, accessible at http://9dcc.market/ (the “9dcc Market”) and/or other websites, platforms, or secondary marketplaces (e.g., OpenSea, etc.) (“Secondary Marketplaces”). You acknowledge and agree that 9dcc receives a seven and a half percent (7.5%) royalty fee on all transactions involving 9dcc ITERATION-02 NFTs on the 9dcc Market and applicable Secondary Marketplaces, which funds shall be used in 9dcc&apos sole and absolute discretion. You acknowledge and agree that if a Holder decides to sell a 9dcc ITERATION-02 NFT (“Secondary Sale”), then 9dcc is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
- Wallets: If you wish to purchase a 9dcc ITERATION-02 NFT, you must use a digital wallet that allows you to purchase, store, and engage in transactions using cryptocurrency (“Wallet”), and you must connect and unlock your Wallet through the Services.
- Cost and Fees: During the Availability Window, 9dcc ITERATION-02 NFTs are available through the Services to Admit One NFT holders at a cost of 0.45 ETH per each 9dcc ITERATION-02 NFT purchased or minted. You are responsible at all times for paying any transaction and other applicable fees necessary to effectuate the minting or transfer of your 9dcc ITERATION-02 NFTs on the Ethereum blockchain (e.g., gas fees). You must have enough funds ￼in your Wallet to cover the cost of purchase, gas, and any other applicable fees. Once you authorize a transaction to purchase and claim your 9dcc ITERATION-02 NFT(s), your order is passed on to the applicable Extension, which completes the transaction on your behalf. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency necessary to effectuate the transaction ($ETH).
- Transfers: Except with respect to transferring control of a 9dcc ITERATION-02 NFT to the Eligible Participants, (a) 9dcc has no responsibility with respect to any transfer of any NFT, and 9dcc will not be liable for the acts or omissions of any third parties, nor will 9dcc be liable for any damages you may suffer as a result of your transactions or any other interaction with any third parties; and (b) 9dcc has no control over the transfer, storage, ownership, or maintenance of any 9dcc ITERATION-02 NFT(s). The transfer of a 9dcc ITERATION-02 NFT to your Wallet will be completed in accordance with these Terms.
ALL TRANSACTIONS ARE FINAL. AT NO TIME WILL 9DCC REFUND ANY PURCHASE COSTS, TRANSACTION FEES, OR OTHER COSTS YOU INCUR WHILE USING THE SERVICES.
9DCC ITERATION-02 NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE ETHEREUM BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY 9DCC ITERATION-02 NFT OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM NETWORK. WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY 9DCC ITERATION-02 NFT.
User Representations and Warranties
By accessing or using our Services, you represent, warrant, and agree that:
- Age. You are at least eighteen (18) years old;
- Authority. You have all requisite capacity, power, and authority to enter into and be bound by these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
- Non-Contravention. These Terms do not, and the performance of your obligations under these Terms and your minting, bidding on, buying, or selling of any NFTs, as applicable to your use of the Services, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with, or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
- Independent Investigation and Non-Reliance. You are sophisticated, experienced, and knowledgeable in the purchasing, minting, bidding on, buying, selling, storing and transfer of NFTs. Additionally, you have conducted an independent investigation of the Services and the matters contemplated by these Terms, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to mint, bid on, buy, sell, or transfer any NFTs and any Utility using the Services, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge, and agree that the legal requirements pertaining to blockchain technologies and digital assets generally, including, without limitation, NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, 9dcc, in determining to enter into these Terms, purchase, mint, bid on, buy, or sell any Utility or use the Services.
- Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities, or minting of NFTs. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to the Services.
Rights and Restrictions
Once you successfully purchase and receive a 9dcc ITERATION-02 NFT, you will own that NFT. Such owners of NFTs shall be referred to herein as “Holders.” Provided that the 9dcc ITERATION-02 NFT was obtained lawfully and in accordance with these Terms, at all relevant times, 9dcc will recognize as the Holder the individual able to authorize transactions through the Wallet associated with the applicable 9dcc ITERATION-02 NFT as identified by the Collection’s smart contract, the address of which is as follows: 0xd75994086ba3b7ca0bed5eb95c3f7a499aac5b60.
WHILE AN NFT MAY BE ASSOCIATED WITH A DIGITAL WORK, IT IS IMPORTANT TO UNDERSTAND THAT NFT OWNERS DO NOT OWN THE DIGITAL WORK OR THE COPYRIGHT IN THE DIGITAL WORK.
By lawfully obtaining a 9dcc ITERATION-02 NFT (i.e., as an Eligible Participant during the Availability Window, a bona fide purchaser, or the recipient of a gift), the Holder will receive a limited, personal, worldwide, non-exclusive, non-assignable, non-sublicensable, royalty-free license to download, access, and use one or more copies of the Digital Work associated with the NFT to: (i) publicly and privately display the Digital Work at any size; and (ii) market, promote, advertise, and sell the NFT associated with the Digital Work. This license belongs only to the current Holder as defined herein but automatically terminates when they cease to be the Holder for any reason.
For the sake of clarity, holders may not do (nor permit any third party to do or attempt to do) any of the following:
- Modify any Digital Work in any way.
- Make “commercial use” of any Digital Work, including any Digital Work associated with their NFT(s), including, for example, by creating and selling copies of the Digital Work, licensing the Digital Work for commercial purposes (e.g., to sell merchandise, products, or services), or otherwise commercially exploiting the Digital Work.
- Use any Digital Work or NFT in any way that: (a) violates the rights of any third party, any applicable law, rule, or regulation, or these Terms; (b) is obscene, profane, pornographic, vulgar, or offensive; (c) incites or promotes violence or violent or dangerous behavior, or depicts violence (either towards others or oneself); (d) involves hate speech, endorses any form of hate, or harasses, abuses, insults, harms, defames, slanders, disparages, intimidates, threatens, or discriminates against others based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (e) spreads false, deceptive, misleading, otherwise unsubstantiated or unfair information or material or promotes any particular political agenda or message; and (f) promotes any activities that may be or appear unsafe or dangerous, including, without limitation, excessive consumption of alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing).
- Except as allowed under these Terms, to use any of 9dcc’s intellectual property rights (such as trademarks, copyright, and design rights) whether registered or unregistered. All rights therein and goodwill associated therewith shall inure to the benefit of 9dcc.
By participating in the Services, you grant to 9dcc an irrevocable, perpetual, unlimited, royalty-free, fully paid-up, worldwide, sublicensable right to use your public Wallet address and, to the extent made publicly available, any alias, name, avatar, online profile, domain name, or other information associated with your public Wallet address, for any lawful purpose whatsoever, including without limitation, for purposes of advertising or promoting the Collection, 9dcc or the Services.
Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the 9dcc logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of 9dcc or our affiliates, licensors, or users, as applicable. Notwithstanding anything to the contrary in these Terms, the Services, Products, and Content may include software components provided by 9dcc or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components. All other trademarks, registered trademarks, product names, and other names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by 9dcc.
License to Our Services and Content
Subject to your compliance with these Terms and other applicable terms, you are hereby granted a limited, revocable, nonexclusive, non-transferable, non-assignable, non-sublicensable, “as-is” license to access and use the Services and Content for your own personal, non-commercial use; provided, however, that such license does not include any right to: (i) modify or otherwise make any derivative uses of the Services or Content, or any portion thereof, (ii) use any data mining, robots, or similar data gathering or extraction methods, (iii) download (other than page caching) any portion of the Services or Content, except as expressly permitted by us, or (iv) use the Services or Content other than for their intended purposes.
You agree that you are solely responsible for your conduct while participating in the minting, transfer, purchase, or sale of NFTs or otherwise accessing or using the Services. You agree that you will abide by these Terms and will not:
- Use the Services or any blockchain technology for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms.
- Provide false or misleading information to 9dcc.
- Use or attempt to use or access another person’s Wallet without authorization from such person.
- Take or attempt to take any action that in any way that could prevent, disrupt, negatively affect, or inhibit others from fully enjoying the Services, or that could alter, damage, disable, overburden, or impair the functioning of the Services in any manner.
- Collect, scrape, or harvest data from our Services.
- Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering,” or fraudulent, deceptive, or manipulative trading activities, including, for the purpose of creating or inducing a false, misleading, or artificial appearance of activity or value in any NFT: (i) facilitating the trading of such NFT at successively lower or higher prices or executing or causing the execution of any transaction involving the NFT which causes no material change in the beneficial ownership thereof; (ii) participating in, facilitating, assisting, or knowingly transacting with any person or persons for the purpose of artificially, unfairly, or deceptively influencing the market price of an NFT; or (iii) otherwise artificially, unduly, or improperly influencing the market price for any NFT available through the Services in any manner, including without limitation, on or through social media.
- Use the Services, Content, or 9dcc ITERATION-02 NFTs to carry out financial activities subject to registration or licensing, including, without limitation, creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
You understand and agree that you are solely responsible for maintaining the security of your Wallets and each of your authentication credentials, seed phrases, private or public keys, NFTs, cryptocurrencies, and digital assets that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties may result in the loss or theft of your 9dcc ITERATION-02 NFT(s) and/or other assets held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). 9dcc is not responsible for managing and maintaining the security of your Wallet and shall have no responsibility or liability to you for any unauthorized access to or use of your Wallet or your inability to access or use your Wallet for any reason. If you notice any unauthorized or suspicious activity in your Wallet that seems to be related to the Services, please notify us immediately.
You are responsible for maintaining the confidentiality of all accounts and passwords, if any, used by you in connection with the Services and are fully responsible for any and all activities that occur under your passwords or accounts. You agree to (a) immediately notify 9dcc of any unauthorized use of your passwords or accounts or any other breach of security, and (b) ensure that you exit from your accounts at the end of each session when accessing the Services. 9dcc will not be liable for any loss or damage arising from your failure to comply with this section.
You agree that you are solely responsible for your interactions with other users and Holders in connection with the Services and 9dcc NFTs, and that 9dcc will have no liability or responsibility with respect thereto. 9dcc reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user or Holder(s).
Export Controls and Sanctions
You acknowledge and understand that the Services and items offered through the Services, including NFTs, Digital Works, and Utility, are subject to U.S. export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”). You represent that you are not a Sanctioned Person and agree not to take any action that will cause anyone, including, without limitation, 9dcc, to be in violation of any Export Controls and Sanctions Laws.
For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a U.S. person from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC or the U.S. Department of Commerce, as each such list may be amended from time to time.
Right to Suspend, Modify, or Terminate
9dcc may, from time to time, change or discontinue any or all aspects or features of the Services, including, without limitation, by (i) altering the smart contracts pursuant to upgrades, forks, security incident responses, or chain migrations or (ii) deactivating or deleting any media, Content, or portion of the Services in 9dcc’s sole and absolute discretion. In such events, you may no longer be able to access, interact with, or read the data from the Services. 9dcc has the right, but not the obligation, to remove or disable access to any listing or other portion, feature, or functionality of the Services at any time. 9dcc reserves the absolute right, in its sole discretion, to allow or disallow, without limitation, certain assets, listings, smart contracts, and/or Collections.
Persons who tamper with or abuse any aspect of our Services, who act in a disruptive manner, or who are in violation of these Terms, as solely determined by 9dcc, may be banned from participating in and/or accessing our Services.
Should any of 9dcc’s Services be, in 9dcc’s sole opinion, compromised by bots, worms, bugs, non-authorized human intervention, or other causes which, in the sole opinion of 9dcc, corrupt or impair the administration, security, or fairness of the Services or the distribution of the NFTs or otherwise adversely affect 9dcc’s business or goodwill, 9dcc reserves the right in its sole discretion to suspend, modify, or terminate the Services.
If 9dcc becomes aware of any possible violations by you of these Terms, 9dcc reserves the right to investigate such violations. If, as a result of the investigation, 9dcc believes that criminal activity may have occurred, 9dcc reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. 9dcc is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services in 9dcc’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce these Terms, or (iii) protect the rights, property, or personal safety of 9dcc, its affiliates, its users, the public, and all law enforcement or other government officials, as 9dcc in its sole discretion believes to be necessary or appropriate.
9dcc may require you to provide additional information and documents at the request of any competent authority or in order to help 9dcc comply with applicable law, regulation, or policy, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. 9dcc may also require you to provide additional information and documents in cases where it has reasons to believe that:
- Your Wallet or other access to the Services is being used for money laundering or for any other illegal activity;
- You have concealed or reported false identification information and other details; or
- Transactions effected via your Wallet were effected in breach of these Terms or other applicable terms, laws, rules, covenants, orders, or regulations.
In such cases, 9dcc, in its sole discretion, may pause or cancel your transactions through our Services until such requested additional information and documents have been reviewed by 9dcc and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, 9dcc may refuse to provide any Content, product, service and/or further access to the Services to you.
Assumption of Risk; Liability Waiver
By participating in the Services:
- You acknowledge and accept that transacting on a blockchain, including, without limitation, purchasing, minting, bidding on, buying, or selling NFTs, contains inherent risk. Such risks include but are not limited to: (a) risk of sudden asset price changes; (b) risk of smart contract failure or exploit; (c) risk of hardware, software, or connectivity failure; (d) risk of malicious software; (e) risks of unauthorized access to your Wallet; (f) risk that you will no longer successfully retain ownership of or access to the NFT(s); (g) risk that any data or any Digital Work becomes unavailable or decoupled from the NFT, including, without limitation, because of an outage, data loss or pursuant to a valid Digital Millennium Copyright Act takedown procedure carried out in compliance with our Terms; (h) risk from regulatory inquiries, regulatory actions, legislation, or court rulings; and/or (i) risks, bugs, malfunctions, cyberattacks, or changes to a blockchain network (e.g., forks) or related technologies that disrupt or result in a total loss of NFTs, their market value, or digital funds.
- You acknowledge and accept these and all associated risks and responsibilities and agree that your participation in the Services is at your own risk. You should not participate in the Services, including to engage in blockchain-based transactions, unless it is suitable given your circumstances and financial resources.
- You agree that 9dcc shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any of these risks.
- You acknowledge and accept that the sale of NFTs as part of the Services is facilitated and run by numerous third parties including, without limitation, your Wallet provider and one or more public peer-to-peer networks including, without limitation, the Ethereum network or other blockchain network and the Interplanetary File System (“IPFS”) or other distributed system for storing and accessing files or other data. None of these are under the control or influence of 9dcc. 9dcc shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any third party, including, without limitation, lost, late, incomplete, damaged, delayed, inaccurate, stolen, misdirected, undelivered, or garbled NFTs, or for errors or difficulties of any kind related thereto, whether human, mechanical, electronic, computer, network, typographical, or otherwise. Transactions are publicly visible on the Ethereum or other applicable blockchain when made.
- You acknowledge and agree that 9dcc is not a fiduciary and owes no duties to you, including the duty to ensure fair pricing of the NFT.
- You agree to bear sole responsibility for paying any and all taxes, duties, and assessments payable as the result of purchase, ownership, sale, transfer, use and/or exploitation of any NFT or associated products.
- You expressly agree that the release and waiver of liability contained herein is intended to be as broad and as inclusive as is permitted by applicable law and that if any portion hereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.
YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH DIGITAL ASSETS, PRODUCTS OR EXPERIENCES THAT MAY BE AVAILABLE OR DISCUSSED IN CONNECTION WITH THE SERVICES, OR UTILITY AVAILABLE TO THE HOLDERS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL 9DCC, 9DCC’S AFFILIATES OR ANY OF THEIR RESPECTIVE MEMBERS, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (“9DCC PARTIES”) BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES. IN NO EVENT WILL THE 9DCC PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE 9DCC PARTIES IN CONNECTION WITH THE SERVICES IN THE PAST TWELVE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
UNDER NO CIRCUMSTANCES SHALL ANY 9DCC PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE INITIAL INCIDENT RESULTING IN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE 9DCC PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIABILITIES PROVIDED IN THIS SECTION, SO SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT 9DCC PARTIES TO DISCLAIM CERTAIN WARRANTIES OR LIMIT CERTAIN LIABILITIES, THE EXTENT OF 9DCC PARTIES’ LIABILITY AND THE SCOPE OF ANY SUCH WARRANTIES WILL BE AS PERMITTED UNDER APPLICABLE LAW.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless 9dcc and the 9dcc Parties from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) that are caused by, arise out of, or are related to (a) your use or misuse of the Services, (b) your violation of these Terms; (c) your violation of the rights of any third party, including another user of any Wallet; (d) any breach or non-performance of any representation, warranty, covenant, or agreement made by you; and (e) your buying, selling, or trading of any NFTs or associated products.
Arbitration agreement and waiver of rights, including className actions
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A className ACTION WAIVER.
Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations
Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference or by telephone to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.
These Terms will be governed by the laws of the State of California, without regard to conflict of law provisions. You and we expressly agree that any claim or dispute must be resolved exclusively by a state or federal court or arbitration located in Los Angeles County, California, except as described in the agreement to arbitrate below or as otherwise mutually agreed by the parties.
Agreement to Arbitrate
Except as provided below, you and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration on an individual basis. className actions and className arbitrations are not allowed. You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our services. If there is a final judicial ruling that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with these Terms, then only that particular claim or request for relief may be brought in court. All other claims (or requests for relief) remain subject to this provision. Questions of arbitrability—i.e., whether a particular claim is subject to arbitration—shall be resolved in arbitration.
Instead of commencing an arbitration, you or we may also bring claims in your local “small claims” court if the rules applicable to that court allow it. Otherwise, the claims must be resolved by binding, individual arbitration.
If you are in the United States, the arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. If you are outside of the United States, the arbitration will be conducted by the International Centre for Dispute Resolution in accordance with its International Expedited Procedures. The arbitration will be decided by a sole arbitrator. The arbitrator will have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The costs and fees of arbitration shall be allocated in accordance with the arbitration provider&aposs rules, including rules regarding frivolous or improper claims.
You and we expressly waive a trial by jury.
The arbitration will be governed by the Federal Arbitration Act. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.
You can opt out of this arbitration agreement within 30 days of the date you agreed to these Terms. To opt out, you must send an email to us at email@example.com with your full name and email address and a clear statement that you want to opt out of this arbitration agreement (such notice, an “Arbitration Opt-out Notice”). If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute.
Limitation of Actions
You and we agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or will be forever barred.
Should any portion of these Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.
Any provision of these Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.
If you have any questions, would like to provide feedback, or would like more information about 9dcc, please feel free to email us firstname.lastname@example.org.