Terms of Service
Last Revised on March 27, 2023
Welcome to the Terms of Service (these “Terms”) for the website, amandacassatt.com (the “Website”). The Website and any content, tools, features and functionality offered on or through our Website are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services which includes without limitation the receipt of the NFTs claimed on the Website, your use of the other software and services provided in connection with such NFTs, and any additional digital or physical offerings that may be made available by us in connection with such NFT. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing and therefore bound by these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. Except to the extent that they are preempted by U.S. federal law, the laws of the state of Delaware, excluding conflict-of-laws principles of any jurisdiction, govern these Terms and any Disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
In some countries, and for certain people or entities, there may be restrictions on the distribution of NFTs under applicable export control and sanctions laws and regulations or restrictions on the use of the Services, and therefore the use of the Services may be limited or restricted. See “Restrictions” below for details.
The services and eligibility to use these services
Customer NFTs. The Services allow you to redeem NFTs (“Customer NFTs”) whose ownership is recorded on the Ethereum blockchain or such other blockchain that we may support from time to time. “NFT” means a blockchain-tracked, non-fungible token. The Customer NFTs are associated with metadata, artwork, graphics, images, designs, logos, drawings, photographs, texts taglines or video or audio recordings which for the avoidance of doubt constitute NFT Media (as defined below in Section 4.1). NFT Media associated with Customer NFTs are created by artists (collectively, “Creators”). All right, title and interest in the NFT Media associated with each Customer NFT (including all copyrights, trademark rights and all other intellectual property rights) is owned by Customer or Creator licensors. If you Own a Customer NFT, your ownership is limited solely to ownership of the Customer NFT and does not extend to the NFT Media and is subject to your license in the NFT Media as specified in Section 4.1(b). “Own” for purposes of the foregoing, means a Customer NFT that you have redeemed or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. The purchase of a Customer NFT or rightful acquisition of a Claimable may also allow you to access certain other features that may be made available from time to time (collectively, such access and features, the “Additional Features”). For clarity, inclusion of the Additional Features does not imply or warrant that they will be available at any other time, and we may cease providing such Additional Features at any time in our sole discretion.
Smart Contracts; Intangible Property. The Customer NFTs available on the Website are digital assets created through the use of smart contracts, executable computer code initially maintained on a chain Network (“Smart Contracts”). The chain network provides a ledger of all transactions that occur on that network, including transfers of NFTs. NFTs are owned by controlling a private key associated with a public address on the chain network and will continue to exist as long as the node operators from time to time maintain the chain network (or the NFT has be recorded on another blockchain network).
Metadata. Metadata relates to the visual, audio, or other work associated with a Customer NFT, will be separately maintained by us, our subcontractors, or partner in a digital storage media of our choice. Unless expressly indicated on the Website, purchase of an NFT will not entitle you to possession of, or any rights in, any physical artwork or other physical item, even if a physical artwork or other item from which the Metadata was derived exists.
Eligibility. You must be at least 13 years of age or older to use the Services. Children under the age of 13 are not permitted to use the Services. Minors under the age of majority in their jurisdiction but that are at least 13 years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. By using the Services, you represent and warrant that you meet this requirement. In furtherance of our policy of not collecting personal information from persons under the age of 13, Users are not allowed to give Company or Customer the personal information of any persons under the age of 13 for any reason.
Secondary Marketplaces and THIRD-PARTY Platforms
YOU MAY BE ABLE TO BUY, SELL, TRADE, AND TRANSACT IN CUSTOMER NFTS OR CLAIMABLES ON SECONDARY MARKETPLACES OF THIRD-PARTY PLATFORMS. WE MAY NOT BE ABLE TO CONTROL THE ACTIONS OF OF THIRD PARTY PLATFORMS, AND MAKE NO PROMISES OR GUARANTEES OF ANY KIND REGARDING SUCH THIRD PARTY MARKETPLACES. YOU ALSO ACKNOWLEDGE AND AGREE THAT WE MAY IMPLEMENT A TRANSACTION FEE ON ANY SECONDARY SALE OF CUSTOMER NFTS OR CLAIMABLES OR THAT A ROYALTY MAY BE REQUIRED BY THE TERMS OF SUCH CUSTOMER NFT OR CLAIMABLE AND SUCH TRANSACTION FEES AND ROYALTIES MAY BE INCORPORATED INTO THE SMART CONTRACTS FOR SUCH CUSTOMER NFTS OR CLAIMABLE(S) OR IN OUR AGREEMENTS WITH SUCH MARKETPLACES. USER ACCOUNTS.
RIGHTS WE GRANT YOU
- Services License. Subject to your compliance with these Terms, we hereby grant to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable (except in the case of a valid and lawful transfer of a Customer NFT by you to another purchaser), and non-exclusive license to use the software provided to you as part of the Services, provided that the license for any digital media, artwork, designs, or content that is associated with any Customer NFT or Claimable(s) (“NFT Media”) is solely as set forth in Section 4.1(b) below or as otherwise specified with respect to a certain collection of Customer NFTs. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Company or Customer, in their sole discretion, may elect to take.
- NFT Media License. Subject to your compliance with these Terms and unless otherwise specifically set forth with respect to a certain collection of Customer NFTs, for as long as you Own a Customer NFT.
OWNERSHIP AND CONTENT
Ownership of the Services.
The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that we and/or our licensors own all right, title and interest in and to the Services (including the NFT Media, any and all intellectual property rights in the Services and NFT Media) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than your Content), including the right to create derivative works.
Ownership of Trademarks.
Our name, trademarks, logo, and all related names, logos, product and service names, designs and slogans are trademarks belong to us and/or our licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Notice of Infringement-DMA Policy
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
- identification of the copyrighted work that is claimed to be infringed;
- identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
- information for our copyright agent to contact you, such as an address, telephone number, and e-mail address;
- a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
- a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
- the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to 200 Continental Drive Suite 401, Newark, DE 19713 Attn: General Counsel or by e-mail to [email protected]. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the use of Services via the Accounts or Wallets connected to the Accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
Any user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail, and/or by placing a prominent notice on the first page of the Website, and/or by implementing a mandatory click-through process. In the event we implement mandatory click-through process for any material changes to these Terms, by clicking, you agree and acknowledge you have read the changes and acceptance of the modified Terms will become effective. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access, use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically. Additionally, we may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by us or you.
California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
No Professional Advice. Any information provided by or on behalf of us through the Website (including these Terms) is for informational purposes only and should not be construed as professional, accounting, tax or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or on any information provided by or on behalf of us through the Website. Before you make any decision to purchase or sell any NFT, you should consider seeking independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
No Waivers. No failure or delay on our part or on the part of us in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. We shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of us, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
Certain Restrictions. We are not permitted to engage in any transactions with any person, entity, or country prohibited by any applicable export control and sanctions laws and regulations of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions regulations (“Export Control and Sanctions Laws”), including, without limitation, the prohibition against transactions with: (i) a national or resident of any country subject to U.S. sanctions or similar restrictions (currently, Cuba, Iran, Syria, North Korea, and the region Crimea), or (ii) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or other sanctions lists. You will not be permitted to receive an NFT from us if we learn that such action would be in breach of Export Control and Sanctions Laws. We are not permitted to engage in transactions with card payments for the sale of (i)
travel-related services such as: timeshares and discount vacation travel clubs via outbound telemarketing calls or mass emailing; (ii) inbound telemarketing including adult content, audiotext, videotext merchant or digital content; (iii) sale of prescription and proprietary drugs, non-prescription medicines, and related items (iv) sale of tobacco-based products such as cigarettes, electronic cigarettes, vaping devices and smokers' supplies; (v) betting, including lottery tickets, casino gaming chips, off-track betting and wagers at race tracks; (vi) cyberlockers and similar remote digital file-sharing services where uploaded content is accessible to the public or the service pays uploaders for content; (vii) dating services; (viii) games of skill, such as daily fantasy sports gaming; (ix) high-risk securities; (x) cannabis derivatives and extracts; (xi) sale via outbound telemarketing.
Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Website, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by us but may not be assigned by you without the prior express written consent of us. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules. We all agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at [email protected].