DISTINCT Technologies

Last Updated and Effective as of: August 22, 2024

Terms of Service

The Distinct website (the “Website”) and all related services, products, platforms, applications, and offerings (the “Offerings”) are maintained and operated by Distinct Technologies Inc. References herein and throughout the Website or Offerings to “Company”, “we”, “our” or “us” refer to Distinct Technologies Inc.

Your access to and use of the Offerings is subject to the following terms of service (the “Terms of Service”) and all applicable laws. By accessing or using any part of the Offerings, you accept, without limitation or qualification, these Terms of Service. If you do not agree with all of these Terms of Service, you may not use any portion of the Offerings.

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS OF SERVICE CONTAIN TERMS THAT GOVERN HOW CLAIMS BETWEEN YOU AND US WILL BE RESOLVED. FOR EXAMPLE, SECTION 22 CONTAINS AN ARBITRATION AGREEMENT AND WAIVER OF CLASS ACTION WHICH STATES THAT WE MUST ARBITRATE INSTEAD OF GOING TO A COURT BEFORE A JUDGE AND JURY AND THAT ALL SUCH ARBITRATION CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE OR MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

1. Use of Offerings: The Offerings are provided for your personal and non-commercial use. Any other use of the Offerings requires the prior written consent of Company. You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Offerings. Further, you may not use any such automated means to manipulate the Offerings, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Offerings or any other user's use of the Offerings, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Offerings, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms of Service. You may not frame portions of the Offerings within another website or application. You may not resell use of, or access to, the Offerings to any third party without our prior written consent.

2. Registration and Passwords: In order to access certain services on the Offerings, you will be required to set up an account (the “Account”) and set a username and password for your Account. Any usernames or passwords provided should be safeguarded at all times. You are solely responsible for keeping your usernames and/or passwords safe and secure, and for all activity using your usernames and/or passwords. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You agree that, to the extent permitted by law, Company will not be liable for any loss you may incur as a result of someone other than you using your account to access information, either with or without your knowledge.

3. Third-Party Wallets: The Offerings enable you to link your third-party cryptocurrency wallet. By using your wallet in connection with the Offerings, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Your wallet is not operated by, maintained by, or affiliated with Company, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. We accept no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Offerings will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and use thereof with any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Offerings or your Account. Third-party wallets may charge fees for the use thereof, including without limitation fees in order to transfer non-fungible tokens (“NFTs”) from the Offerings. These fees are charged and received by the third-party wallet providers, and not by us. You agree to pay any fees charged by such third-party wallets, and acknowledge and agree that the third-party wallet providers shall be solely responsible with respect to such fees.

4. Fees, Commissions, Royalties and Other Charges: Creating, buying, selling or transferring NFTs may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time at the sole discretion of the Company or an NFT creator. Fees may include, but shall not be limited to:

amounts paid by the purchaser of an NFT to the NFT’s creator or seller;
commissions on secondary sales of NFTs, established by and payable to the creators of such NFTs, it being understood that commissions are set at the sole discretion of the Collectible creator and may range from 0% to 100%; and
gas fees (certain blockchain networks require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such networks). The value of the Gas Fee may change, often unpredictably and is entirely outside of the control of Company. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid or other transaction on the Offerings be invalidated, revocable, retractable or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high or otherwise unacceptable. Service fees may be adjusted from time to time at the sole discretion of the Company.

All related fees are non-refundable except at the sole discretion of the Company (for fees within its control) or applicable third parties (NFT creators, network miners, etc.).

5. Corrections: We attempt to be as accurate as possible and eliminate errors on the Offerings, however, we do not warrant that any product or description, photograph, pricing or other information is accurate, complete, reliable, current, or error-free. In the event of an error, whether on the Offerings, in an order confirmation, in processing an order, delivering a product or otherwise, we reserve the right to correct such error and otherwise change or update the information on the Offerings at any time without notice, revise your order accordingly if necessary (including charging the correct price) and/or cancel your order and refund any amount charged.

6. Our Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the Website and Offerings, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Offerings belong to third parties who have authorized Company to display the materials, such as NFTs, associated creative assets, and other proprietary materials. By using the Offerings, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials.

You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Offerings provided, however, that such license is subject to your compliance with these Terms of Service. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Offerings, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Offerings, in each case for the sole purpose of enabling you to use the Offerings as permitted by these Terms of Service, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT.

All other third-party trademarks, registered trademarks, and product names mentioned on the Offerings or contained in the content linked to or associated with any NFTs displayed on the Offerings 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 intellectual property rights holder, and you agree to comply with all restrictions or limitations imposed on such materials by the owners thereof, including without limitation terms and conditions included with the applicable NFT. 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 Company.

You acknowledge and expressly agree that any contribution of feedback regarding the Offerings that you provide to us (the “Feedback”) does not and will not give or grant you any right, title, or interest in the Offerings or in any such Feedback. You agree that Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Company any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

Except as expressly set forth in these Terms of Service, no license is granted to you and no rights are conveyed by virtue of accessing or using the Offerings. All rights not granted under these Terms of Service are reserved by Company.

7. User Content. Certain pages on the Offerings may allow you to post or submit text comments, photos, reviews, videos, audio files, NFTs, metadata, or other content (“Content”).

Unless otherwise specified, you may only post Content to the Offerings if you are eighteen (18) years of age or older. You may only post Content that you created or which the owner of the Content has given you permission to post. You are solely responsible for anything you may post on the Offerings and the consequences of posting anything on the Offerings. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Content that you create, submit, post, promote, or display on or through the Offerings. You represent and warrant that such Content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Company the license described above, and that the Content does not violate any laws. If Content depicts or includes the likeness of any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to Company.

By using the Offerings in conjunction with creating, submitting, posting, promoting, or displaying Content, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display such Content, including but not limited to text, materials, images, audio content, audiovisual content, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Offerings for our current and future business purposes, including to provide, promote, and improve the Offerings. This includes any digital file, art, metadata, or other material linked to or associated with any NFTs that are displayed on the Offerings, whether or not they are hosted via the Offerings. Once you submit or post Content to the Offerings, Company does not need to give you any further right to inspect or approve uses of such Content or to compensate you for any such uses. Company owns all right, title, and interest in any compilation, collective work, or other derivative work created by Company using or incorporating Content posted to the Offerings.

The Offerings may enable other users to view, purchase, acquire, or otherwise make use of the Content. You acknowledge and agree that Company is not responsible for any use by other users of the Content.

8. Intellectual Property & Takedowns: Materials may be made available via the Offerings by third parties not within our control. We are under no obligation to, and do not, scan content posted on the Offerings for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Offerings.

If you believe any materials on the Offerings infringe a copyright, you should provide us with written notice that at a minimum contains:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All such notices should be sent to our designated agent as follows:

Matt Gould

[email protected]

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

9. Activities Prohibited by Offerings: Company expects all of its users to be respectful of other people. The following is a partial list of the types of conduct that are illegal or prohibited on the Offerings or while using the Offerings. Company reserves the right to investigate and take appropriate legal or other action against anyone who, in Company’s sole discretion, engages in any of the prohibited activities. This may include: removing the ability to view certain NFTs on the Offerings or use the Offerings to interact with the NFTs; disabling the ability to use the Offerings in conjunction with buying/selling/transferring NFTs available on blockchains; disabling your ability to access the Offerings; and/or other actions.

Without limitation, you agree that you will not post or transmit to the Offerings or to other users anything that contains content that:

• is defamatory, abusive, obscene, profane or offensive;

infringes or violates another party's intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Offerings);
violates any party’s right of publicity or right of privacy;
is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
promotes or encourages violence;
is inaccurate, false or misleading in any way, or constitutes impersonation of another person;
is illegal or promotes any illegal activities;
promotes illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;
contains “masked” profanity (i.e., F*@&#);
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

In addition, while using the Offerings, you agree that you will not engage in any of the following conduct:

Pose as another person or entity, or use a wallet to engage in a transaction on the Offerings that is owned or controlled, in whole or in part, by any other person;
Access the Offerings from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Offerings, unless you have our written permission first;
Distribute spam, including through sending unwanted NFTs to other users;
Use the Offerings – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Offerings in any manner;
Bypass or ignore instructions that control access to the Offerings, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Offerings;
Use our Offerings for commercial purposes inconsistent with these Terms of Service or any other instructions;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Offerings, extract data, or otherwise interfere with or modify the rendering of Offerings pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Offerings, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Offerings;
Sell or resell the Offerings or attempt to circumvent any fee systems;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that we might use to sort search results;
Use the Offerings or data collected from the Offerings for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Offerings for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us;
Use the Offerings, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions (defined below); (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (defined below); or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
Use the Offerings to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
Use the Offerings to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
Use the Offerings to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Use the Offerings to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Infringe or violate the intellectual property rights or any other rights of others; or
Use the Offerings in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Offerings.

Company is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion. Company will make all determinations as to what Content is appropriate in its sole discretion. Company may edit or remove any Content at any time without notice.

10. No Ideas Accepted: Company does not accept any unsolicited ideas from outside the Company including without limitation suggestions about advertising, promotion or merchandising of our products, additions to our product lines, services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to the Offerings, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.

11. Links; Third Party Transactions: The Offerings may contain links to other websites or applications not maintained by Company. Other websites or apps may also reference or link to our Offerings. We encourage you to be aware when you leave our Offerings and to read the terms and conditions and privacy statements of each and every website or app that you visit. We are not responsible for the practices or the content of such other websites or apps.

Through your use of the Offerings, you may have the opportunity to engage in commercial or other transactions with other users, vendors and other third parties, including by purchasing, selling, distributing, or receiving NFTs and associated creative content from, to, or with other users. We do not make any representations or warranties about this third-party content visible through or sold via the Offerings, including any content associated with NFTs displayed on the Service and/or any benefits to which the buyer may be entitled, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on the Offerings will always remain visible and/or available to be bought, sold, or transferred.

NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT, including where included in an NFT’s description, in the Offerings, in metadata associated with an NFT or on a third-party website (“Purchase Terms”). Such Purchase Terms are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms. You acknowledge that all transactions relating to any merchandise or services offered by any third party, including but not limited to the Purchase Terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the third party seller or purchaser of such merchandise and services and you, and that you will look solely to such third party to enforce any of your rights and shall be fully responsible for complying with any such terms that you agree to with such third party and/or that are applicable to the NFT, content, products or services that you purchase or sell. In the event of any problem with NFTS or any associated content, products or services that you have purchased from a third party, or any conduct on the part of a third party to whom you have sold an NFT or any associated content, products, and services, you agree that you will address such issues with the third party but all limitations of liability and other rights of Company shall apply nonetheless. We may not have the ability to accept returns or refund the purchase price for any transaction you complete with a third party through our Offerings. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH THE OFFERINGS FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY AND NOT BY US.

12. Other Sources of Terms of Service: Certain provisions of these Terms of Service may be superseded by expressly designated legal notices, rules or other terms located on particular pages of the Offerings, including on any checkout page. In order to participate in or use certain services, promotions that may be run from time to time with respect to the Offerings ("Offer(s)"), or if you are an enterprise customer, you may be required to agree to additional or different terms and conditions ("Additional Terms"). Certain benefits may be modified or not available in connection with an Offer. Your acceptance or redemption of any Offer constitutes your unconditional acceptance of the Additional Terms. If there is an actual conflict between these Terms of Service and any Additional Terms, the Additional Terms shall control and the non-conflicting provisions in these Terms of Service will continue to apply. For the sake of clarity, silence with respect to a particular term in either these Terms of Service or any Additional Terms does not constitute a conflict.

13. No Warranties; Limitation of Liability: WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE OFFERINGS, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT IN OR AS PART OF THE OFFERINGS. YOUR USE OF THE OFFERINGS IS AT YOUR OWN RISK. THE OFFERINGS, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE OFFERINGS, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE OFFERINGS. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE OFFERINGS OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE OFFERINGS OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. UNDER NO CIRCUMSTANCES WILL COMPANY AND/OR ANY OF ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE, YOUR DATA OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. WE RESERVE THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION THAT WE DEEM NECESSARY TO COMPLY WITH ANY APPLICABLE LAW, RULE, REGULATION, LEGAL PROCESS OR GOVERNMENTAL REQUEST. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION RELATING TO YOUR ACCOUNT OR TAKEN AS A RESULT OF ANY SUCH DISCLOSURE.

IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY DIRECT DAMAGES, AND/OR ANY OTHER DAMAGES RESULTING YOUR USE OF THE OFFERINGS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the amount paid by you, if any, for accessing the Offerings.

14. Assumption of Risks: You accept and acknowledge:

The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Offerings and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Company is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions may be irreversible and Company may not have the ability to reverse any transactions on the blockchain.
We reserve the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on the Offerings. Under no circumstances shall the inability to view items on the Website or an inability to use the Offerings in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Company.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
OUR OFFERINGS RELY ON EMERGING TECHNOLOGIES, SUCH AS CRYPTOCURRENCY AND BLOCKCHAIN. SOME OFFERINGS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH) AND OTHER DIGITAL TOKENS, SUCH AS THOSE FOLLOWING THE ERC-20 TOKEN STANDARD. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WE WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.
YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF US TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.
YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DO WE CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY US AS PART OF THE OFFERINGS. YOU UNDERSTAND AND ACCEPT THAT WE DOES NOT CONTROL AND ARE NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKE CONSENSUS. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING OUR OFFERINGS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

15. Waiver By California Residents: IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "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."

16. Changes: All information posted on the Offerings is subject to change without notice. In addition, these Terms of Service may be changed at any time without prior notice. We will make such changes by posting them on the Offerings. You should check the Offerings for such changes frequently. Your continued access of the Offerings after such changes conclusively demonstrates your acceptance of those changes. We reserve the right to withdraw or amend the Offerings, and any service or material we provide via the Offerings, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Offerings is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Offerings or all Offerings.

17. Indemnification: You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, any breach by you of any of these Terms of Service or applicable law.

18. Severability. If any part of these Terms of Service shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Service, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

19. Compliance with Laws: You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Offerings. Without limiting the foregoing, by using the Offerings, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of this agreement. We may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms of Service. In such cases, we, in our sole discretion, may disable your Account and block your ability to access the Offerings until such additional information and documents are processed by us. If you do not provide complete and accurate information in response to such a request, we may refuse to restore your access to the Offerings.

20. Waiver; Remedies; Entire Agreement: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Service by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Service. The rights and remedies of Company under these Terms of Service and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy. The Terms of Service, the Additional Terms, and our Privacy Policy constitute the sole and entire agreement between you and DISTINCT Technologies, Inc. regarding the Offerings and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Offerings.

21. International Access: Our Offerings are provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Offerings. We make no representations regarding the legality of this Offerings in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.

22. Governing Law; Dispute Resolution; Class Action Waiver. The laws of the State of New York shall govern these Terms of Service. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms of Service, or the purchase of any products or services (“Claims”) shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.

American Arbitration Association

Website: www.adr.org

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms of Service, in which case these Terms of Service will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator’s award is final and binding on the parties.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

Class Action Waiver: YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. CLAIMS AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ACTION ARE SUBJECT TO ARBITRATION ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS, AND THE ARBITRATOR MAY AWARD RELIEF ONLY ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS.

Time Bar: ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF THE CLAIM.

23. Accessibility: If you are having any trouble accessing these Terms of Service or the Offerings, please contact us at [email protected].

24. Privacy. All information we collect via the Offerings is subject to our Privacy Policy, located at https://distinct.so/privacy. By using the Offerings, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Additionally, you acknowledge and agree that transmissions made over the internet are never completely private or secure and that messages or information you send to the Offerings may be intercepted or read by others.

25. Questions: Should you have any questions regarding these Terms of Service you may contact us at [email protected].

Last Updated and Effective as of: August 22, 2024

Terms of Service

amounts paid by the purchaser of an NFT to the NFT’s creator or seller;
commissions on secondary sales of NFTs, established by and payable to the creators of such NFTs, it being understood that commissions are set at the sole discretion of the Collectible creator and may range from 0% to 100%; and
gas fees (certain blockchain networks require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such networks). The value of the Gas Fee may change, often unpredictably and is entirely outside of the control of Company. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid or other transaction on the Offerings be invalidated, revocable, retractable or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high or otherwise unacceptable. Service fees may be adjusted from time to time at the sole discretion of the Company.

All related fees are non-refundable except at the sole discretion of the Company (for fees within its control) or applicable third parties (NFT creators, network miners, etc.).

7. User Content. Certain pages on the Offerings may allow you to post or submit text comments, photos, reviews, videos, audio files, NFTs, metadata, or other content (“Content”).

If you believe any materials on the Offerings infringe a copyright, you should provide us with written notice that at a minimum contains:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

All such notices should be sent to our designated agent as follows:

Matt Gould

[email protected]

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

Without limitation, you agree that you will not post or transmit to the Offerings or to other users anything that contains content that:

• is defamatory, abusive, obscene, profane or offensive;

infringes or violates another party's intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Offerings);
violates any party’s right of publicity or right of privacy;
is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
promotes or encourages violence;
is inaccurate, false or misleading in any way, or constitutes impersonation of another person;
is illegal or promotes any illegal activities;
promotes illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;
contains “masked” profanity (i.e., F*@&#);
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

In addition, while using the Offerings, you agree that you will not engage in any of the following conduct:

Pose as another person or entity, or use a wallet to engage in a transaction on the Offerings that is owned or controlled, in whole or in part, by any other person;
Access the Offerings from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Offerings, unless you have our written permission first;
Distribute spam, including through sending unwanted NFTs to other users;
Use the Offerings – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Offerings in any manner;
Bypass or ignore instructions that control access to the Offerings, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Offerings;
Use our Offerings for commercial purposes inconsistent with these Terms of Service or any other instructions;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Offerings, extract data, or otherwise interfere with or modify the rendering of Offerings pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Offerings, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Offerings;
Sell or resell the Offerings or attempt to circumvent any fee systems;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that we might use to sort search results;
Use the Offerings or data collected from the Offerings for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Offerings for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us;
Use the Offerings, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions (defined below); (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (defined below); or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
Use the Offerings to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
Use the Offerings to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
Use the Offerings to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Use the Offerings to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Infringe or violate the intellectual property rights or any other rights of others; or
Use the Offerings in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Offerings.

14. Assumption of Risks: You accept and acknowledge:

The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Offerings and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Company is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions may be irreversible and Company may not have the ability to reverse any transactions on the blockchain.
We reserve the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on the Offerings. Under no circumstances shall the inability to view items on the Website or an inability to use the Offerings in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Company.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
OUR OFFERINGS RELY ON EMERGING TECHNOLOGIES, SUCH AS CRYPTOCURRENCY AND BLOCKCHAIN. SOME OFFERINGS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH) AND OTHER DIGITAL TOKENS, SUCH AS THOSE FOLLOWING THE ERC-20 TOKEN STANDARD. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WE WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.
YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF US TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.
YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DO WE CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY US AS PART OF THE OFFERINGS. YOU UNDERSTAND AND ACCEPT THAT WE DOES NOT CONTROL AND ARE NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKE CONSENSUS. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING OUR OFFERINGS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

American Arbitration Association

Website: www.adr.org

Time Bar: ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF THE CLAIM.

23. Accessibility: If you are having any trouble accessing these Terms of Service or the Offerings, please contact us at [email protected].

25. Questions: Should you have any questions regarding these Terms of Service you may contact us at [email protected].

Last Updated and Effective as of: August 22, 2024

Terms of Service

amounts paid by the purchaser of an NFT to the NFT’s creator or seller;
commissions on secondary sales of NFTs, established by and payable to the creators of such NFTs, it being understood that commissions are set at the sole discretion of the Collectible creator and may range from 0% to 100%; and
gas fees (certain blockchain networks require the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on such networks). The value of the Gas Fee may change, often unpredictably and is entirely outside of the control of Company. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid or other transaction on the Offerings be invalidated, revocable, retractable or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high or otherwise unacceptable. Service fees may be adjusted from time to time at the sole discretion of the Company.

All related fees are non-refundable except at the sole discretion of the Company (for fees within its control) or applicable third parties (NFT creators, network miners, etc.).

7. User Content. Certain pages on the Offerings may allow you to post or submit text comments, photos, reviews, videos, audio files, NFTs, metadata, or other content (“Content”).

If you believe any materials on the Offerings infringe a copyright, you should provide us with written notice that at a minimum contains:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

All such notices should be sent to our designated agent as follows:

Matt Gould

[email protected]

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

Without limitation, you agree that you will not post or transmit to the Offerings or to other users anything that contains content that:

• is defamatory, abusive, obscene, profane or offensive;

infringes or violates another party's intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Offerings);
violates any party’s right of publicity or right of privacy;
is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
promotes or encourages violence;
is inaccurate, false or misleading in any way, or constitutes impersonation of another person;
is illegal or promotes any illegal activities;
promotes illegal or unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;
contains “masked” profanity (i.e., F*@&#);
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

In addition, while using the Offerings, you agree that you will not engage in any of the following conduct:

Pose as another person or entity, or use a wallet to engage in a transaction on the Offerings that is owned or controlled, in whole or in part, by any other person;
Access the Offerings from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Offerings, unless you have our written permission first;
Distribute spam, including through sending unwanted NFTs to other users;
Use the Offerings – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Offerings in any manner;
Bypass or ignore instructions that control access to the Offerings, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Offerings;
Use our Offerings for commercial purposes inconsistent with these Terms of Service or any other instructions;
Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Offerings, extract data, or otherwise interfere with or modify the rendering of Offerings pages or functionality;
Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Offerings, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Offerings;
Sell or resell the Offerings or attempt to circumvent any fee systems;
Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that we might use to sort search results;
Use the Offerings or data collected from the Offerings for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
Use the Offerings for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us;
Use the Offerings, directly or indirectly, for, on behalf of, or for the benefit of, (a) any natural or legal person that is the subject of Sanctions (defined below); (b) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (defined below); or (c) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction.
Use the Offerings to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
Use the Offerings to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
Use the Offerings to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Use the Offerings to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Infringe or violate the intellectual property rights or any other rights of others; or
Use the Offerings in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Offerings.

14. Assumption of Risks: You accept and acknowledge:

The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Offerings and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Company is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your NFTs.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions may be irreversible and Company may not have the ability to reverse any transactions on the blockchain.
We reserve the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on the Offerings. Under no circumstances shall the inability to view items on the Website or an inability to use the Offerings in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Company.
If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
OUR OFFERINGS RELY ON EMERGING TECHNOLOGIES, SUCH AS CRYPTOCURRENCY AND BLOCKCHAIN. SOME OFFERINGS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH) AND OTHER DIGITAL TOKENS, SUCH AS THOSE FOLLOWING THE ERC-20 TOKEN STANDARD. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WE WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.
YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF US TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.
YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DO WE CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY US AS PART OF THE OFFERINGS. YOU UNDERSTAND AND ACCEPT THAT WE DOES NOT CONTROL AND ARE NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKE CONSENSUS. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING OUR OFFERINGS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

American Arbitration Association

Website: www.adr.org

Time Bar: ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF THE CLAIM.

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25. Questions: Should you have any questions regarding these Terms of Service you may contact us at [email protected].