Last Updated: 5 May 2022
Thank you for visiting our website, mobile application, marketplace or online store (“Platform”) that provides users with the opportunity to purchase and collect unique non-fungible tokens (“NFT”) associated with digital collectibles containing exclusive content from Anheuser-Busch InBev sa/nv (including its affiliates, “ABI”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. THESE TERMS GOVERN YOUR USE OF THE PLATFORM, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT OR PROVIDED SPECIFIC TERMS WITH YOU FOR THAT PURPOSE. THE PLATFORM IS ONLY AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS.
IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNABLE TO MAKE THE PLATFORM AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE PLATFORM OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE TWENTY-ONE (21) YEARS OLD OR OLDER, OR OTHERWISE OF LEGAL DRINKING AGE IN YOUR COUNTRY OF RESIDENCE.
NOTE THAT THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY USING THE PLATFORM OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.
ANY PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THIS PLATFORM OF NFTS WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF NFTS OUTSIDE OF THIS PLATFORM. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN NFTS OUTSIDE OF THIS PLATFORM.
ABI RESERVES THE RIGHT TO REFUSE TO PROVIDE SERVICES TO OR RESTRICT ACCESS TO THE PLATFORM TO ANY USER. ABI DOES NOT HAVE AN OBLIGATION TO SELL ANY OF ITS PRODUCTS TO ANY USER.
IF YOU DO NOT AGREE TO THESE TERMS OR YOU ARE YOUNGER THAN TWENTY-ONE (21) YEARS OLD, OR OTHERWISE NOT OF LEGAL DRINKING AGE IN YOUR COUNTRY OF RESIDENCE, YOU DO NOT HAVE PERMISSION TO USE THIS PLATFORM.
- Use of the Platform and Security
(i) Account and Wallet Set-Up. You will need to use an electronic wallet which will enable you to store and access NFTs that you collect or purchase via the Platform. NFTs are stored on the Ethereum blockchain network (the “Network”).
(ii) Account Registration. To the extent enabled or required by the Platform, you must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree, represent and warrant to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. We reserve the right to reclaim usernames without liability to you.
(iii) Account Security. You are responsible for the security of your account for the Platform and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately at firstname.lastname@example.org.
(iv) Account Transactions. You can use your electronic wallets to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time. Transactions that take place on the Platform are managed and confirmed via the Network. You understand that your Network public address will be made publicly visible whenever you engage in a transaction on the Platform.
(v) Account Permissions. You may never use another user’s account without express permission.
(vi) Any and all content posted by you via your user account must comply with the Responsible Marketing & Communications Code (as defined below).
- Responsible Marketing & Communications Code
You agree to comply with ABI’s Responsible Marketing & Communications Code ("RMCC”) at all times, including, without limitation, when commenting on, purchasing, showcasing, offering for sale, swapping, selling, giving away, altering or creating derivative works (to the extent permitted) or otherwise dealing with NFTs or using the Platform. Any and all use of NFTs on social media websites (“Social Media Sites”) and on any websites or in (electronic) media must comply with the RMCC. Removal of responsible drinking messages included in our NFTs is prohibited. We expressly reserve the right to seize, freeze, or otherwise modify the ownership of any NFT in case of non-compliance with this section 2.
- 3. Payment, Gas Fees, and Taxes
(i) Cryptocurrency Financial Transactions on Platform. Any cryptocurrency payments or financial transactions that you engage in via the Platform will be conducted solely through the Network. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through the Platform – whether NFTs or anything else. Whether a particular cryptocurrency is accepted as a payment method by ABI is subject to change at any time in ABI’s sole discretion.
(ii) Fiat Currency Financial Transactions on Platform. Any fiat currency payments via credit cards or other means will be directed to our unaffiliated third-party payment processor. All bank, credit card, or other payment information is sent directly to and stored with the payment processor using its security protocols. ABI does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. ABI may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions including their privacy policies.
(iii) No liability for Financial Transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via the Platform, or any other payment or transactions that you conduct via the Network.
(iv) Gas Fees. Every transaction on the Network requires the payment of a transaction fee (each, a “Gas Fee”). The Gas Fees fund the network of computers that run the decentralized Network. This means that you will need to pay a Gas Fee for each transaction that you instigate via the Platform on top of the NFT purchase price. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the Platform.
(v) Responsibility for Taxes. ABI will withhold and pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the Platform. To allow us to determine our tax obligations, you agree that we rely on your IP address. You are required to inform us if your IP address does not reflect your country of residence.
(vi) Discounts. ABI may offer discounts on NFT purchases at its sole discretion. Any such discount offer is: i) not guaranteed and only available while supplies last; ii) non-transferable, not for resale, and not redeemable for cash; iii) valid only for the specific NFT collection featured in the discount offer. ABI reserves the right to withdraw, amend, or cancel a discount offer at any time. The details of the discount will be set out in the description of the specific discount offer including the methods of redemption and any additional restrictions as determined by ABI or applicable laws. Our standard terms and conditions of sale apply in respect to NFT orders placed using a discount offer.
(vii) Special Rules Pertaining to Future Collections. ABI reserves the right to offer existing ABI NFT holders unique opportunities to participate in future NFT collections at its discretion. This may include the opportunity to redeem existing NFTs for exclusive experiences or other NFTs. These offerings are a benefit of purchase, are not guaranteed, and will be subject to the terms and conditions attached to each specific collection and applicable laws.
- Ownership, License, and Ownership Restrictions
YOUR OWNERSHIP OF NFTS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH NFTS FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY OF THE CATEGORY B PROHIBITED ACTIVITIES (AS DEFINED BELOW).
For the purposes of this Section 4, the following capitalized terms will have the following meanings:
“Art” means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with an NFTs that you Own.
“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such purchase is recorded on the Network.
“Purchased NFT” means an NFT that you Own.
“Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
(i) Ownership of NFT. When you purchase an NFT in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the NFT completely. This means that, with the exception described in section 2. and 4. (ii), you have the right to swap your NFT, sell it, or give it away. Ownership of the NFT is mediated entirely by the Network. Except as otherwise permitted by these Terms in cases where we determine that the NFT has not been rightfully acquired from a legitimate source (including, without limitation, through any of the Category B Prohibited Activities), at no point will we seize, freeze, or otherwise modify the ownership of any NFT.
(ii) Legal Drinking Age. ABI’s NFTs are only offered for sale to persons who are twenty-one (21) years or older, or otherwise of legal drinking age in their country of residence. If you do not meet this age requirement, you are not allowed to purchase, acquire or otherwise deal with our NFTs. It is strictly forbidden to sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT to any person who is not twenty-one (21) years or older, or otherwise not of legal drinking age in their country of residence. We expressly reserve the right to seize, freeze, or otherwise modify the ownership of any NFT in case of any suspicion of non-compliance with this section 4.(ii).
(iii) We Own the Platform. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Platform, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Platform Materials”)). You acknowledge that the Platform Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the Platform Materials are proprietary to us or our licensors.
(iv) No User License or Ownership of Platform Materials. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other Platform Materials that you may access on or through the Platform. We reserve all rights in and to the Platform Materials that are not expressly granted to you in these Terms.
(v) Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a NFT, whether via the Platform or otherwise, does not give you any rights or licenses in or to the Platform Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in section 4.vi of these Terms; (b) that you do not have the right to reproduce, distribute, or otherwise commercialize any elements of the Platform Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
(vi) User License to Art. Subject to any specific terms and conditions provided by ABI (if any) governing the sale of any individual NFT, and subject to your continued compliance with these Terms and continued ownership of the Purchased NFT, we grant you a non-exclusive, non-transferable (except in connection with an ownership transfer of the Purchased NFT) license under ABI’s rights in the Art, solely in the territories where ABI has such rights, to use and display the Art associated with your Purchased NFTs, solely for your own personal, non-commercial use.. For the avoidance of doubt, to the extent that you are permitted to sell, swap, donate, give away, transfer, or otherwise dispose of Purchased NFTs, royalties may apply. Please refer to the specific terms and conditions that govern the sale of individual NFTs as offered on the Platform. Your license to the Art will immediately terminate if you convey or otherwise relinquish your Purchased NFT for any reason.
(vii) Restrictions on Ownership. For the avoidance of doubt, your license to Art under this agreement does not permit you or any third party to do or attempt to do any of the foregoing without our (and, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your Purchased NFT to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased NFT in connection with images, videos, or other forms of media that do not comply with the RMCC, depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Purchased NFT in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFT; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFT; or (g) otherwise utilize the Art for your Purchased NFT for your or any third party’s commercial benefit.
(viii) Third Party IP. If the Art associated with your Purchased NFT contains Third Party IP, you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; and (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained in this Section 4.
(ix) Disassociation of Purchased NFT and Art. You specifically acknowledge and agree that your ownership of the Purchased NFT does not grant you any right, title, or interest in or to the Art except as expressly set forth herein, and that ABI may remove or terminate access to the Art that is made accessible by the Purchased NFT if ABI determines in good faith that the Art may be defamatory, violate applicable law, or infringe the intellectual property or other rights of a third party.
(x) Other Terms of License. The license granted in Section 4(vi) above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in Section 4(vi) will immediately transfer to the new owner of the Purchased NFT and your own license will immediately expire with respect to that NFT without the requirement of notice, and you will have no further rights in or to the Art for that NFT. The restrictions in this section 4 will survive the expiration or termination of these Terms.
(xi) Submitted Ideas. While ABI appreciates your interest, we expressly request that you do not submit any ideas, suggestions, concepts, techniques, procedures, methods, systems, designs, plans, charts, or similar materials (collectively “Submitted Ideas”) except via the website available at www.ab-ideas.com. All Submitted Ideas will be subject to the policies published at www.ab-ideas.com. We ask that you never submit an idea that you consider to be confidential and/or proprietary. All Submitted Ideas disclosed or offered to us by you shall be deemed to be non-confidential and non-proprietary and shall become the exclusive property of ABI. Further, you understand and acknowledge that ABI employs both internal and external resources which may have developed or may in the future develop ideas identical or similar to your Submitted Ideas and that ABI is only willing to consider the suggestion on these terms. In any event, you acknowledge and agree that ABI assumes no obligation of confidentiality or nondisclosure, express or implied by considering your Submitted Ideas. Without limitation, ABI shall be entitled to unrestricted use of the Submitted Ideas (in whole or in part and including, without limitation, any derivations thereof) for any purpose whatsoever, commercial or otherwise without any form of compensation.
IF YOU MAKE ANY CLAIM REGARDING ABI OR ANY OF ANHEUSER-BUSCH’S PRODUCTS ON A SOCIAL MEDIA SITE IN VIOLATION OF THE FOREGOING, YOU, AND NOT ABI, SHALL BE THE SOLE AUTHOR OF SUCH CLAIM AND SHALL BE SOLELY LIABLE THEREFORE.
- Conditions of Use and Prohibited Activities
YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE PLATFORM, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE PLATFORM ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THESE TERMS AND ANY APPLICABLE LAWS OR REGULATIONS.
(i) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the Platform will not (and will not allow any third party to):
(a) in any manner:
(1) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
(2) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(3) involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual proprietary rights of any party;
(4) involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
(5) involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering, terrorist financing, or engaging in business with individuals subject to sanctions);
(6) involve interfering with other users’ enjoyment of the Platform;
(7) involve exploiting the Platform for any unauthorized commercial purpose;
(8) involve modifying, adapting, translating, or reverse engineering any portion of the Platform;
(9) involve removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
(10) involve reformatting or framing any portion of the Platform;
(11) involve displaying any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
(12) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
(13) involve accessing or using the Platform for the purpose of creating a product or service that is competitive with any of our products or services;
(14) involve abusing, harassing, or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by a our employees or otherwise); or
(15) involve promotion of drinking and driving or irresponsible consumption of alcohol, disparages competitive products, is unlawful, using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language, or otherwise does not comply with the RMCC when uploading or posting, communicating with another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers
(each, a “Category A Prohibited Activity”); and/or
(b) in any manner:
(1) involve creating user accounts by automated means or under false or fraudulent pretenses;
(2) involve the impersonation of another person (via the use of an email address or otherwise);
(3) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
(4) involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of NFTs on the Marketplace);
(5) involve acquiring NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing an NFT and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else); or
(6) involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Platform; or
(7) otherwise involve or result in the wrongful seizure or receipt of any NFT or other digital assets
(each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).
(ii) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Platform and/or terminate your license to the Art. You agree, upon ABI’s request, to return the Purchased NFT to ABI.
NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, (A) IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCESS TO THE PLATFORM AND/OR TERMINATE YOUR LICENSE TO THE ART, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO, AND (B) YOU AGREE, UPON ABI’S REQUEST, TO RETURN THE PURCHASED NFT TO ABI.
- No Archive
Even if this Platform includes features and functionality that permit you to upload, post, or submit certain comments, images, or other content ("Submissions ")to our services or systems, this Platform is not and shall not function as an archive. Anheuser-Busch shall have no liability to you or any other person for loss, damage, or destruction to your Submission. You shall be solely responsible for maintaining independent archival and backup copies of any Submission.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW ABI AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLATFORM AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ABI AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE PLATFROM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE; (IV) THE PLATFORM OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE PLATFORM WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT ABI HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
ABI WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE NETWORK, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, THE NETWORK, OR ANY ELECTRONIC WALLET.
NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN THE NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.
ABI IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE NETWORK, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
- Warranties, Limitation of Liability, Indemnification
LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT ABI AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT ABI’S TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN ABI AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN ABI AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.
ASSUMPTION OF RISK
(i) Value and Volatility. The prices of NFTs can be extremely volatile and subjective, and NFTs have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFT, which may also be subject to significant price volatility. Each NFT has no inherent or intrinsic value. We cannot guarantee that any NFT purchased will retain its original value, as the value of NFTs is inherently subjective and factors occurring outside of the Platform ecosystem may materially impact the value and desirability of any particular NFT.
(ii) Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Platform.
(iii) Use of Blockchain. The Platform does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the Network. Any transfer of NFTs occurs within the supporting blockchain in the Network, and not on the Platform.
(iv) Inherent Risks with Digital Assets. There are risks associated with using Internet-based digital assets such as NFTs and cryptocurrency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Network, however caused.
(v) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the ABI Platform ecosystem, and therefore the potential utility or value of your NFTs.
(vi) Software Risks. Upgrades to the Network, a hard fork in the Network, or a change in how transactions are confirmed on the Network may have unintended, adverse effects on all blockchains using the Network’s NFT standard, including the ABI Platform ecosystem.
(vii) NFTs are not securities or financial instruments and are not offered for investment purposes.
You agree to hold harmless and indemnify ABI and its parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of these Terms; (ii) your misuse of the Platform; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Platform. You agree that we will have control of the defense or settlement of any such claims.
- Digital Millennium Copyright Act
ABI is committed to respecting and protecting the legal rights of copyright owners. As such, ABI adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the content infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a "DMCA Takedown Notice"). To be valid, a DMCA Takedown Notice must (i) be provided to ABI’s designated agent, ("Copyright Agent"), as set forth below, and (ii) include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
- Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have 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
- A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
ABI’s Copyright Agent to receive DMCA Takedown Notices is: email: email@example.com. For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Platform. You acknowledge that in order for ABI to be authorized to takedown any Content, your DMCA Takedown Notice must comply with all of the requirements of this section.
- No Framing; Links Third Party Sites
Framing, in-line linking or other methods of association with the Platform are expressly prohibited without prior written approval from ABI.
- Ability to Accept Terms
You affirm that you are more than twenty-one (21) years of age, or otherwise of legal drinking age in your country of residence, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms, and to abide by and comply with the Terms.
The Terms, and any rights and licenses granted hereunder, except for the above-granted license to the Art (which shall automatically transfer to a new owner of a Purchased NFT in the event of sale, swapping, selling, or giving away, of the Purchased NFT), may not be transferred or assigned by you, but may be assigned by ABI without restriction.
From time to time, we may revise these Terms. To help you stay current of any changes, ABI may take one or more of the following steps: (1) ABI notes the date the Terms was last updated above, and (2) when ABI makes a material change to the Terms, we may post conspicuous announcements of such changes on the Platform next to the link to these Terms. Your use of the Platform following the posting of any revised Terms shall be deemed acceptance of the revised Terms. ABI strongly recommends checking the Terms periodically. If we are required by law to obtain your express consent for any changes to the Terms, then we will make a commercially reasonable attempt to obtain your consent before implementing such revisions.
- Changes to the Platform
ABI is constantly innovating the Platform to help provide the best possible experience. You acknowledge and agree that the form and nature of the Platform, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Platform at any time without notice.
- Binding Arbitration
In resolving a claim for arbitration, the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law.
THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU MAY NOT BRING ANY CLAIM AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHER SIMILARLY SITUATED PERSONS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL. DO NOT USE THIS SITE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.
If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. Disputes regarding the arbitrability of any claim shall be resolved by the arbitrator.
- 1 Miscellaneous
ABI’s failure to enforce any provision of the Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Force Majeure
(i) Force Majeure Events. ABI will not be liable or responsible to the you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.
(ii) Performance During Force Majeure Events. If we suffer a Force Majeure Event, ABI will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Section 12, we may thereafter terminate these Terms upon fifteen (15) days' written notice.
(i) You Terminate. You may terminate these Terms at any time by and discontinuing your access to and use of the Platform. If you terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the Platform – whether for NFTs or anything else.
(ii) ABI Terminates. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your access to the Platform without the provision of prior notice. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
(iii) Other Remedies Available. If ABI terminates these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of these Terms will be in addition to any other remedies we may have at law or in equity.
(iv) Referral to Governmental Authority. ABI has the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Platform.
(v) Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Sections 1 through 20 will survive the termination or expiration of these Terms for any reason, except that the license to the Art granted to you under Section 4(vi) shall immediately terminate.
YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
- Governing Law
All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
Subject to Section 16 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the courts of the State of New York and the United States District Court located in the Borough of Manhattan in the City of New York, and we and you irrevocably consent and attorn to the personal jurisdiction and venue there.
If you have any questions or comments regarding these Terms email us at firstname.lastname@example.org.
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