TERMS OF SERVICE
THIS AGREEMENT INCLUDES A WAIVER OF CLASS ACTION RIGHTS AND REQUIRES DISPUTES TO BE RESOLVED THROUGH BINDING ARBITRATION.
Please read these Terms of Service carefully. You may not use the Platform (as defined below) unless you agree to these Terms of Service. These Terms of Service also include the following terms and policies, each of which is incorporated by this reference (collectively, the “Agreement”):
- Rare Labs License; and
- any other posted and referenced guidelines, rules, policies, terms, or conditions applicable to services that may be available at the Platform.
This Agreement is between you and Rare Labs concerning your use of the Platform and your rights in Rare Labs NFTs and Rare Labs Images.
- Certain Definitions:
“Platform”means the website located at rareapepes.com (including any successor sites and any other website, mobile app, marketplace or software that we operate or make available for the sale, promotion, or distribution of our non-fungible tokens (“NFTs”) or content) and any content, products, or services that we make available there.
“Rare Labs,” “we,” “us,” “our,”etc., means Rare Labs, its affiliates, and its and their successors, employees, officers, directors, shareholders, agents, representatives, licensors, suppliers, and service providers.
“Rare Labs Image”means, with respect to a Rare Labs NFT, the image accessible at the image link provided in the metadata returned in response to a tokenURI or analogous query to the applicable Rare Labs Smart Contract based on such Rare Labs NFT’s tokenID or analogous identifier. Rare Labs reserves the right to update the Rare Labs Image or metadata for each Rare Labs NFT or to provide functionality that allows holders of Rare Labs NFTs to do the same.
“Rare Labs NFT”means a non-fungible token minted from a smart contract deployed by Rare Labs or an authorized service provider acting on our behalf.
“Rare Labs NFT Holder” or “Holder”means, with respect to a Rare Labs NFT, the person(s) or entity(ies) who control the private key to the Ethereum or other blockchain account returned when the ownerOf or analogous function of the applicable Rare Labs Smart Contract is queried with that Rare Labs NFT’s tokenId or analogous identifier, provided that: (a) such person(s) or entity(ies) did not obtain control of such blockchain account or Rare Labs NFT unlawfully; and (b) we have received the Rare Labs Royalty with respect to each previous sale of such Rare Labs NFT.
“Rare Labs Royalty”means, with respect to any sale of a Rare Labs NFT, the applicable percentage of the sales price due to Rare Labs as a royalty, as disclosed upon minting, on the relevant NFT marketplace, or in the metadata of such NFT.
“Rare Labs Smart Contract”means the smart contract pursuant to which a Rare Labs NFT was minted.
- Acceptance of Terms:
We make the Platform available subject to this Agreement. We may update or make changes to this Agreement from time to time in our sole discretion, which changes we may provide to you by any reasonable means, including by posting the revised version of this Agreement on the Platform. You can determine when this Agreement (and other terms and policies posted on the Platform) was last revised by referring to the “Last Updated” legend at the top of this Agreement.
- Platform Changes:
Certain features of the Platform are available at no charge, while others may require payment. We may, at any time and from time to time, temporarily or permanently, in whole or in part: modify or discontinue the Platform, with or without notice; charge fees in connection with the use of the Platform; modify or waive any fees charged in connection with the Platform; or offer opportunities to some or all users of the Platform. You agree that we won’t be responsible or liable to you or any third party for any modification, suspension or discontinuance of the Platform or any content, feature, or product offered through the Platform, in each case in whole or in part. Your continued use of the Platform—including the exercise or attempted exercise of any rights granted to you in this Agreement—after such changes will indicate your acceptance of such changes.
- Registration; Usernames and Passwords:
You may need to provide your email address, register, create an account, or connect your blockchain wallet, that is, software that allows you to interact with the Platform using your blockchain account, e.g., MetaMask (your “Wallet”) to use all or part of the Platform or to make purchases. You represent, warrant and covenant to us that all information you submit to the Platform is complete and accurate. We may reject, or require you to change, any username, password or other information that you provide to us in registering or updating your registration. Your username and password are for your personal use only and should be kept confidential. You are responsible for maintaining the security of your username and password. You are also responsible for any use or misuse of your username or password, and you must promptly notify us of any unauthorized use of your username, password, or Platform account. You shall not permit others to use your username and password.
- Buying NFTs:
Conditions of Sale, Pricing & Payment.We will provide conditions of sale, pricing, and payment terms on the Platform at or near the point of sale. All sales are final, and your payment obligations are binding as soon as you authorize any purchase with your Wallet. Except as required by law, we do not and will not provide refunds. We accept payment in cryptocurrency only. You are responsible for all gas and other transactional fees related to your use of the Platform and your purchase of Rare Labs NFTs. In the exceptional event that we are legally obligated to refund your purchase, you will be responsible for any gas or other transactional fees associated with effecting that refund.
Rare Labs NFTs Acquired from Others.You agree to be bound by the Rare Labs License with respect to any Rare Labs NFTs you may acquire from third parties. You also agree that, if the third party from whom you purchased the Rare Labs NFT fails to pay any Rare Labs Royalty: (i) you do not receive any license to use the corresponding Rare Labs Image, including the right to display the Rare Labs Image on a marketplace in connection with a sale; and (ii) we may refuse to provide you with access to the Platform, in each case, until all such Rare Labs Royalties have been paid.
- Rules of Conduct:
Post, transmit, or otherwise make available, through or in connection with the Platform:
- Any material that could give rise to criminal or civil liability.
- Any virus, worm, Trojan horse, Easter egg, time bomb, malware, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, circumvent, or hijack the operation of, or to monitor the use of, any hardware, software or equipment (collectively, “Viruses”).
Use the Platform for any fraudulent or unlawful purpose.
Use the Platform to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Platform (e.g., by “scraping”).
Impersonate any person or entity, including any of our representatives; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Platform; or express or imply that we endorse any statement you make.
Use or attempt to use another user’s account without authorization both form that user and from us.
Create user accounts, connect Wallets to the Platform, make purchases, or interact with the Platform, in each case by automated means, scripts, or bots.
Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available; or violate any requirements, procedures, policies or regulations of such networks.
Attempt to circumvent any content-filtering techniques or attempt to access any feature or area of the Platform that you aren’t authorized to access.
Deploy or use any application that interacts with the Platform without Rare Labs’ authorization..
Restrict or inhibit any other person from using the Platform (including by hacking or defacing any portion of the Platform).
Reproduce, duplicate, copy, sell, resell or otherwise use the Platform for any purpose not expressly authorized in this Agreement, including by exploiting for any commercial purpose any portion of, use of, or access to the Platform.
Modify, adapt, translate, reverse engineer (except as expressly permitted by applicable law), decompile or disassemble any portion of the Platform, or otherwise access or use the Platform for purposes of creating a product or service that competes with any of our products or services.
Remove any copyright, trademark, patent or other proprietary rights notice from the Platform or from materials originating from the Platform.
Frame or mirror any part of the Platform.
Systematically download and store Platform content.
Use any bot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way analyze or gather Platform content, including to train a neural network, machine learning algorithm, or other artificial intelligence, or reproduce or circumvent the navigational structure or presentation of the Platform. Notwithstanding the foregoing, we grant the operators of public search engines permission to use so-called “spiders” to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Rare Labs may revoke these exceptions either generally or in specific cases.
Attempt to increase or otherwise manipulate the price of a Rare Labs NFT, for example, by bidding on Rare Labs NFTs that you hold, buying or selling Rare Labs NFTs that you hold (e.g., from one blockchain account to another one that you control), or making offers with no bona fide intent to purchase.
Engage in activity that artificially increases view counts, likes or other metrics.
Use the Platform to engage in any financial activity that requires registration or licensing.
- Technological Requirements:
You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, equipment, software and services needed to access and use the Platform, and paying all related charges. Some features of the Platform may be facilitated through third-party application programming interfaces (“APIs”). We have no control over and bear no responsibility for third-party APIs, and the Platform may be impacted by third-party API issues, including outages of or changes to third-party APIs.
Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions or materials, whether through the Platform, through our official social media channels, by email or otherwise, and whether related to the Platform or otherwise (collectively, “Feedback”), you acknowledge and agree that: (a) your provision of any Feedback is gratuitous, unsolicited and without restriction and doesn’t place us under any fiduciary or other obligation; (b) any Feedback isn’t confidential, and we have no confidentiality obligations with respect to such Feedback; and (c) to the extent permitted under applicable law, any Feedback will become Rare Labs’ sole property. Without limiting the foregoing, you grant us a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, prepare derivative works based upon, distribute, perform, and display (publicly or otherwise), and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and you represent and warrant that you have all necessary rights to grant this license. Rare Labs may use Feedback for any purpose whatsoever without attribution or compensation to you or any other person. You are and remain responsible for the content of any Feedback.
- Our Content:
Our trade names, trademarks, service marks, trade dress and other indicia of origin include APEPES, RARE APEPES, and the Rare Apepes logo (collectively, “Our Marks”). All trademarks and service marks on the Platform other than Our Marks are the property of their respective owners. You may not use Our Marks, whether registered or unregistered, on or in connection with any product or service in any manner that is likely to cause confusion. The information and materials made available through the Platform are and shall remain our property or that of our licensors and suppliers, and are protected by copyright, trademark, patent, or other proprietary rights and laws (such information and materials, including Our Marks, collectively “Our Content”). Subject to and conditioned on your compliance with this Agreement, and solely for so long as we permit you to access and use the Platform, you may view one copy of any of Our Content on any single computer or device solely for your personal, non-commercial use, provided that you keep intact all copyright, trademark, and other proprietary notices. Except as we expressly authorize in this Agreement or otherwise advance in writing, you shall not reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based upon (whether in whole or in part), all or any part of the Platform or any materials made available through the Platform (including Rare Labs Images). Nothing contained on the Platform grants or should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Our Content without our express prior written consent.
- Claims of Copyright Infringement:
If you believe that any materials on the Platform infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (a) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (b) identification of the material that you believe to be infringing, including a description of the material, and its location on the Platform; (c) your name, address, telephone number and email address; (d) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (e) a statement that the information in your claim is accurate; and (f) a statement that under penalty of perjury, you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. You can contact our agent for copyright issues relating to the Platform at Rare Apepes Copyright Agent, Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates or [firstname.lastname@example.org]. To protect the rights of copyright owners, we reserve the right to suspend your account or other user privileges, delete or disable content alleged to be infringing, or terminate the account or other user privileges of a repeat infringer.
- Image Storage:
We may store Rare Labs Images using our own servers or third-party platforms, such as the Interplanetary File System(“IPFS”). WE CAN’T AND DON’T GUARANTEE THAT ANY RARE LABS IMAGE WILL REMAIN AVAILABLE ON OUR SERVERS, IPFS, OR ANY OTHER PLATFORM, AND WE WILL HAVE NO RESPONSIBILITY OR LIABILITY, NOR WILL COLLECTORS OR PURCHASERS HAVE ANY REMEDY, IF ANY RARE LABS IMAGES BECOME UNAVAILABLE. We recommend that you download any Rare Labs Image or other content associated with your Rare Labs NFTs and other NFTs (provided that you have the right to do so) in case such content becomes unavailable on the Platform or otherwise.
- Blockchain Forks:
Because virtually all public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain on which your Rare Labs NFT was originally minted. In such case, any rights granted under this Agreement to Rare Labs Holders will extend only to Rare Labs NFT Holders according to the mainnet version of the blockchain that is generally recognized in the blockchain industry as the legitimate successor of the original blockchain, as we determine in our sole discretion.
- Third-Party Payment Providers:
We may use third-party service providers to pay you or to enable you to pay us (such services, “Payment Services”). By submitting your account information for use in connection with Payment Services, you agree that: (a) we may store your information, and process your information with any such Payment Services; and (b) we aren’t responsible or liable for any failures of any such Payment Services to protect such information adequately. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Services, in addition to this Agreement. You acknowledge that we may change Payment Services and move your information to other third-party service providers from time to time. There may be fees associated with certain Payment Services, and you agree that you (and not we) will be responsible and liable for all such fees, including fees imposed on your transactions. You acknowledge and agree that we aren’t, and won’t be, responsible or liable for any Payment Service’s services, site, or acts, or omissions.
The Platform may provide links to other websites and online resources. Because we have no control over such sites and resources, you acknowledge and agree that we aren’t responsible for the availability of such external sites or resources, and we neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other sites and services may provide links to the Platform with or without our authorization. We don’t endorse such sites or services, and aren’t and will not be responsible or liable for any links from those sites or services to the Platform, any content, advertising, products, or other materials available on or through such other sites or services, or any loss or damages incurred in connection therewith. YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES, SERVICES, AND RESOURCES, INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SERVICES, AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH SITES, SERVICES, AND RESOURCES. We have the right, at any time and in our sole discretion, to block links to the Platform or any content on the Platform through technological or other means without prior notice.
We may communicate and transact with you electronically. We may provide you with notices by posting them to the Platform, by email, by postal mail, or by NFT airdrop, in our discretion, assuming we have your contact information. We may also provide notices of changes to this Agreement or other matters by displaying such notices on the Platform or by providing links to such notices on the Platform. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We won’t be responsible for failures to fulfill any obligations due to causes beyond our control.
- Local Laws:
While we have designed the Platform so that it may be used from virtually anywhere you can access the Internet, we can’t guarantee that the Platform is appropriate for use everywhere. It is your (and not our) obligation to ensure that your use of the Platform complies with applicable local laws.
This Agreement between you and us is effective until terminated. We may, in our sole discretion, terminate this Agreement or terminate or suspend your access to or use of the Platform, in each case, in whole or in part and at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Notwithstanding the foregoing, under no circumstances will any such suspension or termination disable or interfere with your access to or ability to use your Rare Labs NFT or Rare Labs Image. Upon any such termination or suspension, your right to use the Platform will immediately cease. You agree that any termination of this Agreement or termination or suspension of your access to or use of the Platform may be effected without prior notice, and that we may immediately deactivate or delete your password and username, and any or all related information and files associated with it, or bar any further access to such information or files. You agree that we won’t be responsible or liable to you or any third party for any termination of this Agreement or termination or suspension of your access to the Platform or to any such information or files, and won’t be required to make such information or files available to you after any such termination or suspension. The termination or expiration of this Agreement shall not affect the accrued rights and obligations of the parties or those representations, warranties, or other obligations that by their nature survive expiration or termination, including Sections 1 (Certain Definitions), 8 (Feedback), 9 (Our Content), 15 (Communications) and 17 (Termination) through 23 (Miscellaneous).
- Disclaimer; Risks:
Any gain or loss in value of any Rare Labs NFT;
Acts or omissions of third parties, including Consensys Software Inc. (MetaMask’s licensor) or Interplanetary Networks, Inc.;
Problems caused by third-party software, hardware, technology, platforms or services, including the Ethereum Blockchain, MetaMask, or the IPFS;
All gas and other transactional fees associated with buying, selling, transferring, or otherwise interacting with any Rare Labs NFT;
Third parties minting on another platform another NFT associated with the same Rare Labs Image corresponding to a Rare Labs NFT; or
Interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available; or violate any requirements, procedures, policies or regulations of such networks.
The transfer, loss, or inability to demonstrate control of, any NFT.
To the fullest extent permitted by law, you irrevocably and unconditionally release, acquit and discharge us and our successors and assigns from any and all past, present and future claims, demands, damages, fees, costs, rights and causes of action, known or unknown, suspected or unsuspected, disclosed or undisclosed, existing or contingent, direct or derivative, that have existed or may have existed, or that do exist, arising out of or related to: (a) acts or omissions of third parties, including disputes between users; or (b) other matters for which you have agreed that we are not responsible or liable. In particular, you knowingly and voluntarily waive all rights and benefits that you may have as a result of Section 1542 of the California Civil Code (and any similar law of any other jurisdiction), which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
You shall indemnify and hold us harmless, and at our election defend us, and our respective past, present, and future members, contributors, grant recipients, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Rare Labs Parties”) from and against all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including attorney’s fees) (collectively, “Claims”) arising from or related to: (a) your access or use of, or activities in connection with, the Platform (including Rare Labs NFTs, Rare Labs Images, and payments); (b) your violation of this Agreement or any applicable law or regulation or any agreement with any third party; (c) any disputes between you and another user, Holder or any third party; and (d) your exercise or attempted exercise of any license granted to you in this Agreement. You are solely responsible for your interactions with any other users in connection with the Platform, including disputes, and we will have no liability or responsibility with respect thereto. The applicable Rare Labs Party will control the defense and settlement of all such Claims, and you shall reasonably cooperate in such defense.
- LIMITATION OF LIABILITY:
WE WON’T BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE PLATFORM, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, WE WON’T BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FROM ANY CONTENT POSTED ON THE PLATFORM BY ANY OF US OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF US$100.00 AND THE TOTAL AMOUNT, IF ANY, THAT YOU’VE PAID US IN THE SIX MONTHS BEFORE YOUR CLAIM ACCRUED. APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS, OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law.This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, USA without regard to any conflicts of law principles that would result in the application of the law of another jurisdiction.
Arbitration.Any dispute, controversy or claim arising out of or relating to this Agreement whether under contract, tort, statute or any other legal theory, or the breach, termination or invalidity of this Agreement, shall be finally settled by binding arbitration (“Arbitration”). administered by the American Arbitration Association and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in force before one or more arbitrators appointed in accordance with such rules. The place of arbitration shall be Dubai, United Arab Emirates. The Arbitration proceedings shall be confidential and in English. The award rendered by the arbitrator(s) shall be final and binding on all parties. Judgment on the award may be entered in any court of competent jurisdiction. Any Arbitration brought in connection with this Agreement will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No Arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. To the extent allowed under applicable law, you and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
Time Limit on ClaimsAny arbitration must be noticed within one year after the applicable claim accrued. Otherwise, the claim will be permanently barred, which means that the aggrieved party (whether you or us) will not have the right to assert the claim.
Legal Age or Parental Consent.You represent and affirm that: (a) you’re of legal age to enter into this Agreement; or (b) you’re the parent or legal guardian of a minor who is accessing and using the Platform, and that you’ve consented to such access and use and agree to this Agreement. You may not access or use the Platform if you’re a minor and have not obtained your parent’s or legal guardian’s consent to access and use the Platform. If you are a parent or legal guardian who has permitted a user under the age of legal majority to access or use the Platform, you are fully responsible for the acts or omissions of such user in relation to the Platform. Minors may not mint, buy, or sell NFTs. If you are under 18 years old, you may not access or use the Platform.
Filtering.Parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on websites such as GetNetWise and OnGuard Online. We don’t endorse any of the products or services listed at such sites.
Using Platform on Behalf of Another EntityIf you access or use the Platform on behalf of another person or entity, (a) all references to “you” throughout this Agreement will include that person or entity, (b) you represent and warrant that you are authorized to enter into this Agreement on that person’s or entity’s behalf, and (c) if you or that person or entity violates this Agreement, both you and that person or entity shall be jointly and severally responsible for such violation, including for any obligation to indemnify us.
Third-party BeneficiariesExcept as otherwise expressly provided in this Agreement, this Agreement doesn’t create any third-party beneficiary rights in any individual or entity that isn’t a party to this Agreement.
SeverabilityIf the application of any provision of this Agreement to any particular facts or circumstances shall for any reason be held to be invalid, illegal, or unenforceable by a court, arbitration panel, or other tribunal of competent jurisdiction, then: (i) the validity, legality and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of this Agreement, shall not in any way be affected or impaired thereby; and (ii) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties.
Relationship of PartiesThis Agreement doesn’t, and won’t be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us.
AssignmentYou may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement except as expressly provided in this Agreement or with our express prior written consent. We may assign, transfer, or sublicense any or all of their rights or obligations under this Agreement without restriction. Any attempt to assign this Agreement in whole or in part except as permitted under this section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assignees.
No WaiverNo waiver by any party of any breach or default of this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default.
Headings & InterpretationAny heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. “Including” means “including without limitation.”
Contact UsIf you have any questions regarding the Platform or the meaning or application of this Agreement, please direct such questions to [email@example.com]. Please note that email communications won’t necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us.
Notice for California ResidentsUnder California Civil Code Section 1789.3, California users are entitled to the following notice: If you have a complaint regarding the Platform, please contact us by emailing us at [firstname.lastname@example.org], writing us at Rare Apepes, Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates, or calling us at +1 (630) 233-4059. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Entire Agreement.This Agreement constitutes the entire agreement between you and us relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.
While using the Platform, you will comply with all applicable laws and regulations and your contractual obligations to third parties. We expect users of the Platform to respect the rights and dignity of others. Your use of the Platform is conditioned on your compliance with the following rules of conduct, and your failure to comply with such rules may result in suspension or termination of your access to the Platform. You will not:
You represent and warrant to us that neither you nor your financial institutions, nor any party that owns or controls you or your financial institutions, are: (a) subject to sanctions or designated on any list of prohibited or restricted parties, including lists maintained by the U.S. Government, the European Union or its member states, the U.N. Security Council, or any other applicable government authority; or (b) located in any country to which the United States has embargoed goods or against which the United States has applied sanctions.
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. WE PROVIDE THE PLATFORM, RARE LABS NFTS, AND RARE LABS IMAGES TO YOU “AS IS” AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE PLATFORM AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE PLATFORM, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE PLATFORM. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PLATFORM, RARE LABS NFTS, AND RARE LABS IMAGES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. WE CAN’T AND DON’T GUARANTY THAT ANY CONTENT OF, OR PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH, THE PLATFORM WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF YOUR USE OF THE PLATFORM. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, INCLUDING BLOCKCHAIN, CRYPTOCURRENCY, AND SMART CONTRACTS. SOME FEATURES ON THE PLATFORM ARE SUBJECT TO INCREASED RISK THROUGH YOUR USE OR MISUSE OF TECHNOLOGIES SUCH AS PUBLIC-PRIVATE KEY CRYPTOGRAPHY. BY USING SUCH FEATURES, YOU ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS.
In addition, we are not responsible or liable for, and you assume all responsibility, liability and risks associated with:
While we try to maintain the integrity and security of the Platform and the servers from which the Platform is operated, we don’t guarantee that the Platform will be or remain secure, complete or correct, or that access to the Platform will be uninterrupted. The Platform may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Platform. If you become aware of any unauthorized third-party alteration to the Platform, please contact us at [email@example.com] with a description of the materials at issue and the URL or location on the Platform where such materials appear.
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