Welcome to NFT Genius™, a platform for minting and transacting non-fungible tokens (the “Platform”) which includes this website (located at www.nftgenius.com) and all websites, webpages, applications, marketplace, tools, features, API’s and other Internet-based services operated by NFT Genius Inc., a Delaware corporation (the “Company,” “we,” or “us”).
BEFORE YOU USE THE PLATFORM IN ANY WAY, CAREFULLY READ ALL OF THE FOLLOWING TERMS CONCERNING YOUR LEGAL RIGHTS AND LIMITATIONS AND PLEASE ASK ANY QUESTIONS YOU MAY HAVE BY WRITING US AN EMAIL TO: [email protected]
IF YOU DO NOT AGREE TO THE ENTIRE AGREEMENT OR ARE INCAPABLE OF COMPLYING WITH IT, OR ANY PART OF IT, YOU ARE NOT ALLOWED TO ACCESS OR USE THE PLATFORM IN ANY WAY.
The Platform is offered and provided at our business location in Los Angeles, California, U.S.A. (the “Business Location”). You agree that, by accessing or using the Platform, or any part thereof, you are voluntarily reaching into the Business Location to access the Platform, execute and enter into this Agreement, and purposefully avail yourself to the services offered by the Company solely at the Business Location; regardless of your own location. Moreover, if you access the Platform from outside of the Business Location, you acknowledge that you are solely responsible for compliance with all applicable local laws and regulations of your location. YOU ACCESS AND USE THE PLATFORM AT YOUR OWN RISK. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO THIS SITE OR ITS CONTENT IS APPROPRIATE, AVAILABLE FOR USE, OR EVEN LEGAL IN CERTAIN LOCATIONS OUTSIDE THE BUSINESS LOCATION.
The Company may modify, withdraw, suspend or discontinue at any time in our sole discretion, with or without reason or notice, your access to and use of the Platform or any of its functions, tools, features, materials or content.
Except as otherwise expressly restricted below, anyone may use the Platform in accordance with the Agreement and all provisions of the Agreement apply to all users of the Platform.
The Platform is intended for persons eighteen (18) years of age or older. If you are between thirteen (13) and seventeen (17) years of age, you may use the Platform under the supervision of your parent or legal guardian who has explained the Agreement to you and agrees to be bound to it on your behalf. YOU MAY NOT USE THE PLATFORM IF YOU ARE UNDER THIRTEEN (13) YEARS OF AGE.
To access the full features of the Platform, you will need to create an Account.
(a) Account Registration and Password
You can create an Account by registering a new user name and password using any valid email address. The Company may, at its discretion, enable you with the opportunity to create an Account using your existing Facebook user name and password, your existing Google+ user name and password, or your existing credentials from other third party services. However, this would also require you to comply with the terms, conditions, and privacy policies of the applicable third-party service (e.g., Facebook or Google+). All information you supply to create and maintain an Account must be truthful. Creating a fake account, or an account meant to impersonate 3347-1001 / 1818840.2 Page 1 of 13 another person or hide your true identity is prohibited. After creating an Account, you may not have more than one user account or profile, nor may you apply to open an alternative account if your Account is suspended, restricted, or terminated for any reason. Commercial Users may also be invited to create a special account which enables the uploading and management of content pursuant to the terms and conditions of the applicable Commercial Terms. If you have any questions or problems with creating or maintaining your Account, please write us an email at: [email protected]
(b) Three Tiers of Accounts
The Company currently offers three different tiers (levels) of accounts you can select from: (1) Standard Account with full access to the basic features of the Platform, (2) Premium Account with full access to the basic features of the platform plus [X] hours of technical support from Company representatives per month, and (3) Custom Account for full access to the basic features of the Platform plus a customized level of customer support (please contact [email protected] for more information). Fees for each level are posted on the nftgenius.com website, and are subject to change from time to time without notice.
(c) Responsibility for Your Account
You are solely responsible for your Account, password, and profile. So long as you have an Account on the Platform, you must supervise and safeguard the use of your Account login name and password and take full responsibility for any use of and activity on your Account (whether authorized by you or not), including all activity that can be linked or traced back to your Account. You agree to immediately notify us of any unauthorized use of your Account, password, or profile and to report a lost or stolen password or Account name to us at: [email protected] The Company may, at its sole discretion, investigate and take any available legal action in response to illegal or unauthorized uses of the Platform, including collecting usernames or email addresses of unauthorized users by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Platform. NOTWITHSTANDING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT: (1) NEITHER THE COMPANY NOR ITS AFFILIATES OR ITS PARTNERS WILL HAVE ANY LIABILITY TO YOU OR OTHERS FOR ANY UNAUTHORIZED TRANSACTIONS MADE USING YOUR USER ACCOUNT, AND (2) THE UNAUTHORIZED USE OF YOUR USER ACCOUNT OR PASSWORD COULD CAUSE YOU TO INCUR LIABILITY TO BOTH THE COMPANY AND OTHER USERS OF THE PLATFORM.
(d) Account Deactivation
You may deactivate your Account at any time, for any reason, by accessing the settings of a website or application that is connected to the Platform and following the deactivation instructions. This will have the effect of disabling your access to certain features, services, and content located on the Platform; though it will not terminate or cancel the Agreement or preclude you from accessing other basic features, services, and content located on other parts of the Platform.
To mint (create), transfer (buy or sell) or store (hold) non-fungible tokens (“NFT’s) on or in relation to the Platform, you will need to install a web browser (such as Chrome, Firefox, or Brave), log in to your Account, and link an electronic cryptocurrency wallet (“Wallet”) to your Account, such as your individual ‘Dapper’ Wallet that is compatible with the NFT-standard on the Flow blockchain or any other Platform-compatible blockchain, now known or as hereinafter may be developed and announced as Platform-compatible. To enable you to share a link to your NFT collection in your Wallet with friends, family, and others (i.e., via social media pages or otherwise), you hereby agree that we may (at our sole discretion) enable public display and/or public performance of any NFT’s held in your Wallet via a unique URL-address linked to your Wallet.
If you are provided an API by the Company, you are responsible for securing your API keys and should never share your API keys with any other entity. If you suspect your API keys have been compromised, you should revoke and change them immediately, and notify the Company at [email protected]
The Platform is currently free to access for eligible users. In the future, we may decide to charge monetary fees for various features and services that we offer, add, or change, and we will notify you of all such charges at the time that we offer you those features or services for a fee so that you may decide to opt-in to pay for such service. To purchase NFT’s through the Platform, you can log in to your Account and buy NFT’s that are listed in the GAIA marketplace for sale using a Platform-compatible credit card or debit card, cryptocurrency (such as, at the time of this writing: BTC, ETH, BCH, DAI, USDC, and/or others that may be Platform-compatible in the future), or Dapper Balance (i.e., the positive balance of U.S. Dollars held in your Dapper Wallet, which can also be filled via credit or debit card via your third-party issued Dapper Wallet).
When you create an Account, send us an email, or otherwise provide us your email address, you are communicating with us electronically and thereby consent to receive emails and other electronic communications, notices, messages, updates, offers, and information about our services and products. We may publish or deliver electronic communications to you through one or more media of our choosing and in the form of periodic issues with a frequency of our choosing. Except for communications that are necessary to facilitate a transaction, such as to complete a sale or provide you with a sales receipt, we will give you the opportunity to “Unsubscribe” and thereby opt-out of receiving electronic commercial communications from us by following the hyperlinked opt-out instructions that will usually be found at the bottom of each such communication.
Unless you have first obtained the Company’s express written consent (e.g., pursuant to separately stated Commercial Terms), you hereby agree that you will not do any of the following:
(a) NOT use the Platform, or any portion(s) thereof or content found therein, in any way that is not expressly permitted by the Agreement or by another agreement between you and the Company
(b) NOT use the Platform in a way that violates the governing law or any other applicable local, state, national and international laws and regulations of your residence and location or infringes the rights of any person;
(c) NOT use the Platform, or any of its contents, to sell access to the Platform or its contents to others;
(d) NOT advertise, link, or provide Content on or through the Platform for offering to sell or purchase goods or services to another user of the Platform or for any other commercial purpose;
(e) NOT collect, data-mine, or harvest personally identifiable information, including account names or email addresses for your profit;
(f) NOT act as an agent, affiliate, or representative of the Company or the Platform;
(g) NOT use any of the trademarks or other IP of the Company, or our affiliate(s) or licensor(s), except in a plainly descriptive manner and that is not any “metatag” or other information used by search engines or other information location tools to identify and select websites or webpages;
(h) NOT suggest or infer that the Company or the Platform has any relationship or affiliation with your website, webpage, or application or endorses, sponsors, or recommends the contents, products or services on your website, webpage, or application;
(i) NOT reproduce, adopt, incorporate, distribute, or transmit any piece of Content you found on the Platform on your Web site, mobile application, or content, including any adaptation or derivative work featuring any part of such Content;
(j) NOT modify, translate, adapt, edit, transform, or otherwise create derivative works of or from any part of the Platform;
(k) NOT circumvent, hack, disable, decompile, reverse-engineer, DDOS attack, password sniff or mine, inject malicious code into, or interfere in any way with security-related features, robot-exclusion headers, technical measures, algorithms, source code, or digital rights management tools that restrict or limit use or copying of the Platform or any contents therein;
(l) NOT impose, in our sole opinion, an unreasonable or disproportionately large burden on our infrastructure;
(m) NOT deep-link to any portion of the Platform for any purpose;
(n) NOT frame, mirror, or otherwise incorporate any part of the Platform into any other website, webpage, mobile application, product, or service;
(o) NOT post, publish, transmit, or link to any one or more of the following on the Platform:
(i) Virus, Trojan horse, worm, time bomb, cancelbot, malware, or other malicious code that may, damage, detrimentally interfere with, intercept, or expropriate any system, data, or personal information;
(ii) Robot, spider, scraper, crawler, avatar, offline reader, intelligent agent, or other automated means or any manual process for any purpose;
(iii) SPAM; Junk-mail, chain letter, or phishing message;
(iv) Illegal, infringing, pirated, or plagiarized content;
(v) Vulgar, obscene, indecent, sexual, erotic, pornographic, or otherwise inappropriate content;
(vi) Racially, ethnically, sexually, or otherwise discriminatory language;
(vii) Defamatory, false, fraudulent, or otherwise untruthful language;
(viii) Harassing, intimidating, stalking, hateful, abusive, or threatening language;
(ix) Online vandalism;
(x) Impersonation or identity theft of another person;
(xi) False or knowingly misspelled names;
(xii) Invasion of another person’s privacy rights;
(xiii) Political campaigning;
(xiv) Anything that negatively impacts others’ ability to access or use the Platform;
(xv) Advocating or encouraging any of the above behavior or other unlawful behavior.
For purposes of the Agreement, “Content” is defined as any idea, information, data, text, tag, script, message, comment, question, slogan, newsletter, description, pricing, table, statistic, ranking, rating, review, list, map, spreadsheet, model, picture, photo, presentation, drawing, graphic, infographic, logo, design, brand, image, button, icon, widget, interface, application, application programming interface (“API”), software, source code, object code, digital file, compilation, composition, sound, sound recording, audio clip, music, jingle, spoken word, performance, speech, audio-visual work, interactive work, game, video game, movie, film, show, video, video clip, commercial, infomercial, advertisement, and all other material, feature, or function that may be reproduced on, posted to, distributed, delivered, streamed, displayed, or otherwise made available on, through, or from the Platform.
The Company may allow you to post, upload, publish, create on, link to, transmit, display, contribute, supply or otherwise make available on or through the Platform (hereinafter, “Post”) Content using your Account. You are solely responsible for all Content that you individually Post in publicly accessible areas of the Platform and also for all Content you transmit to other users, including via chat fields, comment boxes, forums, text messages, profiles, and albums. All information you provide in or related to the Content will be true, accurate, current, and complete. You may not Post or privately transmit (either on or off the Platform) any Content containing offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material or Content that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). Moreover, you agree that all the Content you provide about yourself in your personal profile, or in any other area of the Platform, including Content submitted from a third party service (e.g., your Facebook account or Google+ account), is and remains truthful and accurate, and that you will promptly update any Content you supplied that subsequently becomes inaccurate, incomplete, misleading, or false.
You must have full rights to reproduce, distribute, and transmit all Content you ever Post to the Platform. You agree, promise, represent, and warrant that the Content you Post will not infringe the rights of any third party, and that you will take all steps necessary to avoid placing any Content which contains infringing material on the Platform. Additionally, to the extent you find any other Content on the Platform to be infringing of your intellectual property, your recourse is to submit a notice pursuant to our Copyright Policy Copyright Policy with regard to copyright issues or, with regard to any other intellectual property issues, write us an email to the following address describing the suspected infringement: [email protected].
The Company has full discretion and rights to provide, edit, modify, remove, delete, and discontinue the availability of any piece or group of Content, in whole or in part, to and from the Platform at any time without providing any reason or notice to you; including with regard to our own Content and all Content supplied by you, other users, and third parties. You understand and agree that the Company may, but is not obligated to, monitor or review any Content existing on the Platform, including Content you Post and other users’ or third party Content which you find offensive, inaccurate, deceptive, harmful or otherwise objectionable. You agree that your use of the Platform is at your own risk, and that you will not seek to hold the Company responsible or liable in any manner for the Content of other users or third parties.
To maintain a safe and supportive community on the Platform, users are expected to behave in a respectful manner at all times. However, you are solely responsible for your interactions with other users.
You agree that you will not engage in any of the following rules regarding behaviors that are prohibited on the Platform:
(a) No stalking, harassing, intimidating, and bullying others.
(b) No invading the privacy or revealing the personal information of others without their consent. This prohibition includes revealing the personal information of others than has been illegally made public.
(c) No copying, adapting, distributing or otherwise using the copyrights, trademarks, publicity rights or other intellectual properties of others without their consent.
(d) No obscene or sexually explicit language, photos, or videos.
(e) No hate speech (speech that attacks a person or group on the basis of race, ethnicity, religion, disability, gender, age, or sexual orientation).
(f) No SPAM or contacting other users for commercial purposes without our prior written consent.
(g) No encouragement or participation in any criminal or other illegal conduct.
We cannot guarantee full compliance with the above rules by each of the many users of the Platform. You may report problems with other users you experienced by writing an email to: [email protected]. . However, you understand that the Company: (1) is NOT required to regularly supervise or control the interactions between any users or third parties, (2) does NOT control the availability or provision of goods and services by Commercial Users and their suppliers (3) does NOT get involved in any way with the transfer of financial information between you and other users or third parties, including payment processing companies (e.g., PayPal and credit card companies), (4) does NOT verify the true identity, age, nationality, or representations of Platform users, and (5) does NOT conduct background checks or verifications of its users. You agree that you will not hold the Company, or any our shareholders, officers, directors, agents, employees, affiliates, subsidiaries, or licensees, liable (directly or indirectly) or responsible in any way for the conduct of any user of the Platform, or for any claims, demands, loss, or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, or incidental, arising out of or relating to the conduct of any user in connection with the use of the Platform; including, without limitation, death, bodily injury, emotional distress, or any other damages resulting from communications or meetings with other users or persons you meet through the Platform. You agree to take all necessary precautions in all interactions with other users, particularly if you decide to send money to another user, communicate off the Platform, or meet in person.
You are solely responsible for your interactions with third parties you may meet or connect with on the Platform.
The Company may allow or provide, or authorize certain Commercial Users or third parties to provide, advertisements, links, or API’s on or through the Platform to websites, webpages, social media platforms (i.e., Twitter, Facebook, Instagram, YouTube, and others), applications, services, products, software, documents, materials, and other resources operated by a party(s) other than the Company (“Third Party Offerings”). These Third Part Offerings may include (without limitation) blockchain protocols such as the Flow network and Wallets such as The Dapper Wallet. Company is NOT endorsing any such Third Party Offerings unless our endorsement is expressly stated. You acknowledge and agree to not hold the Company, or any our officers, directors, shareholders, agents, employees, affiliates, or subsidiaries, responsible or liable for the availability, quantity, or quality of any such Third Party Offerings or for any content, information, advertisement, product, service or other material on or available therefrom. You also acknowledge and agree to not hold the Company responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resource.
If you link to our website or any other part of our Platform, you hereby agree to remove or disable such link should we so demand in writing.
Purchases and other business dealings with users or other third parties found on or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the users or other third party. Buyer beware: you provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to Commercial Users, other users, or third parties solely at your own risk. Should you choose to make purchases from or provide your financial information to any users or third parties, you do so solely AT YOUR OWN RISK. WE DO NOT EXERCISE CONTROL OVER YOUR BUSINESS TRANSACTIONS (INCLUDING BUT NOT LIMITED TO PURCHASES) WITH OTHER USERS OR THIRD PARTIES, AND WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND REGARDING YOUR PURCHASES FROM THEM, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE ARE IN FACT AWARE OF ANY SUCH PURPOSE), TITLE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OPERABILITY, FUNCTIONALITY, AND COMPLETENESS. YOU AGREE THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE CONDUCT OF ANY USER OR OTHER THIRD PARTIES ON THE PLATFORM.
The information on the PLATFORM does not constitute the rendering of legal, accounting, tax or other such professional advice; and to the extent any Content on the Platform contains such professional advice, and you agree you will not rely on any such advice but in the event you decide to rely on such advice, you agree the Company is not liable for such advice.
Any trademarks and service marks (e.g., NFT GeniusTM and our logos, slogans, and phrases), trade dresses, copyright-protected works, rights of publicity, patents, know-how, trade secrets, proprietary ideas, and publicity rights that are reproduced, distributed, displayed, performed, transmitted, or otherwise appearing on the Platform or any Content therein (collectively, the “IP”) are the property of their respective owners; they are either owned by us, have been licensed to us, or are being used by us in a merely descriptive manner, under the fair use doctrine, under the first-sale doctrine, with an open source license, by virtue of being in the public domain, or in accordance with some other legal exception(s) or exemption(s). Other than as expressly allowed by us in writing, nothing herein or in the Platform may be implied as granting any license, assignment, or right to copy or use of our trade name or any of our IP without our prior authorization. You agree not to use such IP in any manner without the prior written permission of the Company’s authorized representative. Any unauthorized reproduction or distribution of any part of the Platform, and Content found therein, is expressly prohibited and may result in civil litigation, damages, injunctive relief and possibly even criminal penalties under law. Please inform us if you become aware of any infringement or violation of intellectual property rights, by emailing us at: [email protected].
The express responsibilities set forth herein are the only responsibilities of the Company to you, and we have no other responsibilities to you with respect to the Platform. You acknowledge that the Company has no duty to take any action regarding: (a) which users gain access to the Platform (except authorized Commercial Users); (b) what Content you access or view via the Platform; (c) what effects Content you view on or through the Platform may have on you; (d) how you may interpret or use the Content; or (e) what actions you may take as a result of having been exposed to the Content.
YOUR USE OF THE PLATFORM, GENERALLY, IS ENTIRELY AT YOUR OWN RISK. THE PLATFORM AND ALL SOFTWARE, INFORMATION, CONTENT, PRODUCTS AND SERVICES WE PROVIDE THROUGH IT (1) ARE PROVIDED TO YOU ON “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASES, (2) MAY INCLUDE ERRORS AND INACCURACIES REGARDING, AMONG OTHER THINGS, THE AVAILABILITY AND NATURE OF GOODS OR SERVICES OF COMMERCIAL USERS , AND (3) ARE OFFERED TO YOU WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AVAILABILITY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, REASONABLE CARE, SECURITY, QUIET ENJOYMENT, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OPERABILITY, FUNCTIONALITY, AND COMPLETENESS. MOREOVER, WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE PLATFORM WILL: (A) BE UNINTERRUPTED, UNCOMPROMISED, OR FREE FROM PROBLEMS OR ANY TECHNICAL, TYPOGRAPHICAL, OR PHOTOGRAPHIC ERRORS; (B) BE FREE OF HACKING, INTERFERENCE, STATIC, VIRUSES, TROJAN HORSES, WORMS, MALWARE, OR OTHER HARMFUL COMPONENTS; (C) BE SECURE AND AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (D) BE CURED OR CORRECTED OF ALL ERRORS AND DEFECTS EVEN IF THE COMPANY IS AWARE OF THEM; AND (E) MEET ALL OF YOUR REQUIREMENTS OR EXPECTATIONS. YOU ASSUME THE ENTIRE RISK OF ANY RELIANCE ON THE PLATFORM OR ITS CONTENTS.
YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOT TO HOLD THE COMPANY OR OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS, AFFILIATES, OR LICENSEES RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR REMEDIES OF ANY KIND ARISING FROM YOUR USE OF THIS WEBSITE OR THE SERVICE, OR FROM A DELAY OR INABILITY TO ACCESS OR USE THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE UPON THIRD PARTY INFORMATION, CONTENT, USER CONTENT, REVIEWS AND OPINIONS APPEARING ON THE SERVICE, VIRUSES, ERRORS, LINKED SITES, PROPERTIES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE) INCLUDING BUT NOT LIMITED TO ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, LOST PROFITS, LOST GOODWILL, LOST DATA, WASTE OF EXPENDITURES, COST OF SUBSTITUTE, AND CONSEQUENTIAL DAMAGES, EVEN IF WE WERE EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES WHETHER THE DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. TO THE EXTENT COMPANY OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS, AFFILIATES, OR LICENSEES ARE FOUND LIABLE UNDER THE GOVERNING LAW FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE PLATFORM, OR THE CONTENT, SUCH LIABILITY IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW; EXCEPT THAT THE TOTAL OF ANY SUCH LIABILITY SHALL BE LIMITED AND CAPPED IN AGGREGATE TO THE GREATER OF (A) REIMBURSEMENT OF THE TOTAL FEES PAID TO THE COMPANY BY YOU (IF ANY), (B) A MAXIMUM OF ONE THOUSAND U.S. DOLLARS ($1,000); OR THE MAXIMUM AMOUNT IN LIQUIDATED DAMAGES PERMITTED UNDER THE GOVERNING LAW. IN CASES WHERE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ALSO, CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES OR DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. CONTENTS.
Any Dispute between you and the Company that arises in whole or in part from the Platform, and which is not resolved informally within thirty (30) days after notice is delivered in accordance with the preceding paragraph, will be exclusively resolved by binding arbitration before JAMS in Los Angeles, California, U.S.A. If an arbitrator cannot be mutually agreed upon within sixty (60) days after the date the Dispute first arose, each of the disputing parties will choose an arbitrator and those arbitrators will then select another arbitrator to conduct the arbitration and render a final decision. However, the arbitration award shall be binding on the parties and limited to findings of fact to which the parties agree to be bound. After the conclusion of the arbitration, either party may submit the remaining (non-factual) issues in the Dispute to a court of competent jurisdiction in the State of California to pursue a final and an enforceable judgment.
EACH CLAIM INVOLVING A DISPUTE MUST BE BROUGHT TO ARBITRATION WITHIN TWELVE (12) MONTHS AFTER THE DATE ON WHICH SUCH CLAIM AROSE OR IT WILL BE IRREVOCABLY WAIVED. ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS OR DISPUTES TO BE ARBITRATED ON A CLASS ACTION BASIS. YOU HEREBY WAIVE YOUR RIGHT TO A CLASS ACTION LAWSUIT. YOU ALSO HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL AS WELL AS YOUR RIGHT TO CLAIM THAT CLARK COUNTY, IN THE STATE OF CALIFORNIA, U.S.A., IS AN INCONVENIENT OR IMPROPER FORUM OR VENUE TO HEAR AND RESOLVE ALL CLAIMS OR DISPUTES CONCERNING THIS AGREEMENT.
The parties hereto further agree that a presiding court of competent jurisdiction’s damages award will be limited to compensatory damages at most, and that no punitive, treble, or consequential damages may be awarded. Notwithstanding the foregoing, you acknowledge that the unauthorized use of the Platform or Content could cause irreparable harm to the Company and our other users, and that in the event of your unauthorized use, we will be entitled to an injunction, specific performance, temporary restraining order, and all other remedies available at law or in equity.
Nothing contained in the Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Platform, or to the information provided to or gathered by us with respect to such use. We may, at our sole discretion, determine whether a particular piece of your Content violates any laws and cooperate with any law enforcement authorities or court order requesting or directing the Platform to disclose the identity of anyone posting any Content on the Platform. We reserve the right to access and disclose any information including, without limitation, user names of Accounts and other information to comply with applicable laws and lawful government requests.
All parties hereto are independent contractors. You agree that no agency, partnership, joint venture, or employment relationship is created or exists between you and the Company or our affiliates unless expressly stated in another agreement. Other than the binding commitments stated herein, and unless stated otherwise herein, neither party has any authority of any kind to bind the other in any respect.
If any provision of the Agreement is deemed to be invalid, void, or otherwise unenforceable by any court or arbitrator of competent jurisdiction, for any reason, that provision will be limited or severed to the extent necessary so that the Agreement will otherwise remain in full force and effect.
All notices we are required to give you may be delivered electronically by email or through the Platform. Unless you indicate otherwise prior to our sending of the notice, we may send email notices to your last-supplied email address or the email address that is linked to your user profile. Notices to the Company must be sent to: [email protected]. Notices we send you will be deemed delivered when emailed or transmitted by us, and all notices you provide us will be deemed to have been delivered when emailed to us.
All rights not expressly granted to you herein are reserved and not waived by Company. We reserve the right to enforce our rights to the fullest extent permitted under the laws of any state, country, and international body, including criminal prosecution where available.