Terms & Conditions
TERMS OF SERVICE
Date of Last Revision: May 15, 2023
These Terms of Service (“Terms”) are a legal agreement between you and OnChain Studios Inc. that govern (i) your purchase of the Digital Tokens, as defined in Section 1(b) (ii) your limited license to the Digital Collectible (as defined in Section 1(c) as well as (iii) your licensing, usage or access to any Service we provide.
Please review information below carefully before accessing our website, located at www.cryptoys.com (the “Site”), purchasing any Product, downloading any application, or registering/utilizing our Services, so that you are aware of your legal rights and obligations with respect to our Products, Services or OnChain Studios Inc. and any of our affiliates, parents and subsidiaries (individually and collectively, “OnChain”, “Company” "we," "us," or “our”).
Human-Friendly Summary: The information below represents a summary of the Terms that govern your purchase, use and ownership of any Product, as defined below, as well as your usage or interaction with any of our Services. This summary is provided to clarify binding legal information that may otherwise seem intimidating. For additional details and clarifications, please review the entirety of the Terms in detail below.
a. What are Cryptoys? Cryptoys are collections of collectible digital toys, playsets and related accessories on the Flow blockchain network that combine Digital Tokens with Digital Collectibles, as defined below. Some of our Cryptoys are based on our own propriety intellectual properties and brands, such as Zoo-F-O Escape. Other Cryptoys are based on licenses of our partners’ intellectual properties and brands. Throughout these Terms, the term “Products” is used to identify Cryptoys as a combination of both Digital Tokens and Digital Collectibles.
b. What is a Digital Token? A Digital Token is a non-fungible token (NFT) or unique digital certificate generated by a smart contract that entitles the owner of such Digital Token to a limited license to a particular Digital Collectible as specified in these Terms. The Digital Token is separate and distinct from the Digital Collectible. Your possession, control, or other rights in the Digital Token do not provide you with any ownership in the associated Digital Collectible or ownership of any intellectual property rights therein.
c. What is a Digital Collectible? A Digital Collectible is a digital representations of toy figurines, including digital packaging, that incorporate, reproduce, display, reference, are based upon, or otherwise use licensed intellectual properties that may be our own or those of our third-party licensors (“Licensors”). The purchase of a Digital Token grants its then-current owner a limited, non-exclusive, revocable, non-transferable (except as otherwise expressly provided in the Terms), non-sublicensable license to access, view, display, and use the Digital Collectible associated with the Digital Token for personal, non-commercial use as specified in these Terms below. There may be differences in the limited licensing rights granted by different Licensors with different Digital Collectibles. Any such differences shall be explained in these Terms below. Except as expressly granted in these Terms, all rights are reserved by OnChain and its licensors.
d. What Services we Provide? We provide various capabilities made available through our websites, mobile applications, social media accounts, networking platforms and other technologies (together the “Platform(s)”). Some such services enable you to purchase, manage and interact with our Products. Other such services enable you to use our Products in a variety of games, applications, and experiences. All such Platforms, usages, capabilities, applications, games and other services shall be referred to collectively as “Services”.
e. How We Recognize Anyone’s Rights to our Products? Our Products are designed to provide utility within the Services we provide. Products may today be bought directly from us on our own Platforms. We’re also working on enabling purchases and sales between individuals (“Secondary Sales”), subject to restrictions and limitations placed by our Licensors. This may be enabled through our own on-Platform secondary exchange as well as any third-party exchange we specifically authorize and provide notice of (Third-Party Exchanges”). The term “Secondary Marketplace(s)” shall refer to both our own on-Platform secondary exchange and any Third-Party Exchanges. Nonetheless, we will only recognize your rights to any Products if you’ve purchased them through authorized means (e.g. Secondary Marketplace) and subject to these Terms. In the event you fail to agree to these Terms, breach these Terms or purchase a Product through unauthorized or impermissible means, we reserve the right to terminate your Products’ utility within our Services as well as your limited license to the associated Digital Collectible (see Sections 4 & 5).
f. Are there any geographical restrictions for Purchases? Some of the Products and Services we provide are subject to geographical and licensing restrictions that may prevent residents of certain countries and regions from opening an Account or making Purchases.
g. Do these Terms Apply to Secondary Sales? While we have yet to enable Secondary Sales, these Terms govern all rights and obligations to any Product you purchase, receive or gain control over regardless of whether it’s purchased directly from us on our Platforms, from any third-party on a Secondary Marketplace or by transfer. That said, there are rights that can only be exercised when a Product is on any of our Platforms, whether because it was minted there or it was transferred after being purchased on a Third-Party Exchange. There are a number of significant rights associated with our Products and Services that continue long after the Product is first sold on our Platform. These may include rights associated with your ownership of the Digital Token, your licensing right to the Digital Collectible, any utility within Services we provide as well as commissions paid on Secondary Sales. It is important that you read these Terms in their entirety prior to purchasing any Product on a Third-Party Exchange.
h. Commissions on Secondary Sales. Please be aware that we integrate through a smart contract, a commission for each Secondary Sale of a Product. That means that once we enable Secondary Sales, a percentage of the sale price of a Product listed for resell by one owner to another, will be directed to the benefit of the creator or licensor of the Digital Collectible, which may include the Company itself or a third-party Licensor. See Section 4(d). Any attempt to circumvent such obligations for commissions on Secondary Sales, either as a seller or a buyer is a breach of these Terms and may result in termination of rights of access to our Services or licensing rights to your Digital Collectible.
i. How can you use the Digital Collectible that is the subject of the Product? Current owners of a Product are granted a limited license to use the associated Digital Collectible as specifically defined in these Terms. These may include limited rights to use the Digital Collectible (i) as part of our Platform or any Service we provide; (ii) as part of any service operated by a third party that we specifically authorize and provide notification of; (iii) as a display or image of your identity on social media platforms; or (ii) in a Product listing on a Secondary Marketplace. All such uses of your Product are limited to personal (non-commercial) purposes (for additional usage rights, please see Section 5). The above notwithstanding, please be aware that, there may be differences in the limited licensing rights granted by different Licensors with different Digital Collectibles. Some of the rights listed above may not be provided for a particular Digital Collectible. Any such differences shall be explained in these Terms below. Except as expressly granted in these Terms, all rights are reserved by OnChain and its licensors.
j. What can’t I do with the Digital Collectible? Even though you own the Digital Token, you do not own the associated Digital Collectible. As such, you cannot (i) modify the Digital Collectible; (ii) use the Digital Collectible for your (or anyone else’s) commercial benefit; (iii) use the Digital Collectible to market any product or service; or (iv) use the Digital Collectible in connection with any prohibited text, image, video, or any other media that depict hatred, intolerance, violence, cruelty, discrimination or hate speech (for additional restrictions, please see Section 5).
k. Can the value of my Product change? Yes. The prices of collectible assets minted on the blockchain, such as our Products, are extremely volatile and subjective. These collectible assets have no inherent or intrinsic value. We cannot guarantee that any Product purchased will retain its original value.
l. How do I claim a reward I received as part of a Promotion? If you are entitled to a reward as part of a promotion we ran, please see Section 4(a)(iv).
m. Please read these Terms carefully, as they contain an Agreement to Arbitrate and other important information regarding your legal rights, remedies, and obligations (See Section 13).
2. Acceptance of These Terms
a. Terms related to our Services: All access and uses of our Services is subject to the terms and conditions contained in these Terms, as may be amended from time to time. By accessing, browsing, engaging, downloading, subscribing or otherwise using our Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you may not access, browse, or otherwise use our Services.
b. Terms related to our Products: Your purchase, usage, play and continued ownership of any of our Products is made available to you subject to a limited license to associated Digital Collectibles as provided in these Terms. By purchasing, using or retaining control of any of any Product, you acknowledge that you have read, understood, and agreed to be bound by these Terms and the limited license provided herein. These Terms, and the associated limited license, apply to your ownership, use or control of any Product regardless of where or how you purchased or gained control of such Product.
c. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. Your continued use of our Services or ownership/control of Products after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions.
e. Additional Terms: In addition, when using certain features through our Services, you will be subject to any additional terms applicable to such features that may be posted on or within our Services from time to time. All such terms are hereby incorporated by reference into these Terms.
3. Access and Use of our Services
a. Your Account Registration Obligations: You may be required to register an account (“Account”) in order to purchase any Product or access our Services. Your registered Account will be authenticated using an email address and/or a login code.
(i) Except as provided below, you may never use someone else’s Account. You may also never grant anyone else access to your Account.
(ii) Age Restrictions: All Users must be at least 18 years of age, emancipated minors, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with this Agreement.
a. Minors Under the Age of 13: If you are under the age of 13, you are prohibited from registering an Account, making a purchase or using our Services.
(iii) Limitation on Usage/Purchase Outside of the U.S.
a. Some of the Products and Services we provide are subject to geographical and licensing restrictions that may prevent residents of certain countries and regions from opening an Account or making purchases of some of our Products. As a result, you may not access our Services or make any purchase by means of any Virtual Private Network (VPN) services.
b. Sanctions & Restrictions: By purchasing any Product or accessing any Service, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned or restricted parties.
c. Adherence to Law: If you purchase any of our Products or access any of our Services outside the United States, you are solely responsible for ensuring that your purchase, access and use of our Products and Services in such country, territory or jurisdiction does not violate any applicable laws.
(iv) Your purchase of any Products is subject to the terms of our Payment Processors (as detailed below). Please be aware that while we may or may not require you to provide any identifying information, our Payment Processors, as regulated entities may require you to provide such information in order to comply with their legal and regulatory obligations.
c. Member Account Security: You are responsible for maintaining the confidentiality of your Account details and are fully responsible for any and all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use of your Account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with this paragraph.
d. Modifications to Service: We reserve the right to modify or discontinue, temporarily or permanently, any of our Services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of our Services.
e. If you have reason to believe that your Account is no longer secure, you must promptly notify us of same by e-mailing us at email@example.com.
4. Purchasing Cryptoys
a. Purchases: You may purchase our Products directly from our Platform. Though we’ve yet to enable Secondary Sales, when we do, you may be able to purchase Products from any third-party who is reselling previously purchased Products, subject to restrictions and limitations placed by any of our Licensors. Purchases are available using any supported fiat currencies or, if available, crypto-currencies as detailed at the time of purchase. Purchases may also be available using an in-game currency or token.
(i) When you purchase any Product, some may be made available through a surprise box wherein you will not know which specific Digital Collectible you’ll receive a limited license to until after the purchase is made and unboxing is initiated by you. Please be aware that the desirability of each such unboxed Product may differ based on the underlying licensed Digital Collectible.
(ii) Many of our Products may be sold with a clear digital package (also known as a blister pack) designed to emulate retail packaging. You may decide to keep the Product within the blister pack or unpack it. Please be aware that the desirability of any Product may differ based on its status as a packed or unpacked Product.
(iii) Quantity. We reserve the right to set quantity limits on any and all Products we sell. We may also limit the Product’s quantity-per-order over a given period of time.
b. Payment Processing: We do not directly process payments for the purchase of any Product or Service but rather rely on Stripe, Inc. and SardineAI Corp. (“Payment Processors”) as licensed payment processors. Our Payment Processors are independent contractors providing services to us and our customers. We may choose to change our Payment Processors at any time, with or without notice. Your purchase of any Product using our Services is subject to the terms of service and privacy policies of our Payment Processors, as detailed at the time of purchase. By agreeing to these Terms, you also agree to be bound by our Payment Processors’ terms of service and privacy policies, as may be modified by them from time to time, including:
c. Securing Products. Once you’ve purchased Products from us, the Products may be accessed through your Account. To access your Products, all you have to do is login to your Account.
(i) The above notwithstanding, the Company and its Licensors are not liable to you for any hack, theft, phishing, scam, or loss of any Product purchased on our Platforms or on a Third-Party Exchange. We are also not liable for any breach of your Account or credentials.
(ii) The Company will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to blockchain hacks, fork, traffic or downtime, civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond the Company’s reasonable control.
d. Commissions on Secondary Sales. Please be aware that we integrate, through a smart contract, a commission on each Secondary Sale of a Product. Once we enable Secondary Sales, anytime a Product is sold by one owner to another, a percentage of the sale price will be automatically directed to the benefit of the creator or licensor of the Digital Collectible, which may include the Company itself and/or one of our Licensors. Please be aware that there are likely other fees charged by Secondary Marketplaces at the time your Product is sold to enable the transfer including transaction, gas and exchange fees. Any attempt to circumvent a smart contract and any such obligations for commissions on Secondary Sales, either as a seller or a buyer, is a breach of these Terms and may result in termination of rights of access to our Platform, any specific Service we may provide and licensing rights to the Digital Collectible.
e. No Refunds and Cancellations: All sales using our Services are final, non-cancellable and non-refundable, unless otherwise determined by us.
f. Taxes: You will be solely responsible to 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 associated with your use of our Services and purchase of our Products. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including gas fees) made to us pursuant to these Terms.
5. Your Rights to the Digital Token and the Digital Collectible
a. Your Ownership of a Digital Token: When you purchase a Product from us, you’re purchasing a Digital Token that includes a limited license, as described below, to a Digital Collectible.
(i) Usage Rights: Your purchase of a Product may provide you with certain valuable usage rights. For example, your Product might grant you access to certain Services, such as experiences and games. Such rights shall only be afforded to the benefit of users who purchased or gained ownership rights to specific Products through lawful and authorized means, as detailed in these Terms. The above notwithstanding, please be aware that, there may be differences in the limited licensing rights granted by different Licensors with different Digital Collectibles. Any such differences shall be explained in these Terms. Except as expressly granted in these Terms, all rights are reserved by OnChain and its licensors. In the event that the Company discovers that you’ve gained access to or ownership of a Product through unauthorized means, such as purchasing the Product through an unauthorized exchange, your rights to any Service that is derived from your ownership of the Product and your limited license to the associated Digital Collectible may be restricted or terminated without notice.
(a) Any usage rights, as provided above, associated with a Product shall only be afforded to the benefit of the then-current owner of the Product. The transfer, sale or loss of access to any Product shall immediately terminate any usage right associated with such Product.
(b) Access to our Platform and any related Service that is based on ownership of a Product subject to a limited license to specific Digital Collectible may be may be modified or restricted if and when required by our Licensors. We do not guarantee, nor should you assume, that any Service we provide or Product we sell subject to a limited license to a Digital Collectible will be made available or supported on our Platforms indefinitely.
(c) The above notwithstanding, any goodwill attributable to intellectual property incorporated, reproduced, displayed, referenced or otherwise licensed in our Digital Collectibles shall only be afforded to the benefit of OnChain and our Licensors.
b. License to Digital Collectibles; Restrictions: Subject to your continued compliance with these Terms, the purchase, ownership or control over a Digital Token grants you a limited, non-exclusive, revocable, non-transferable (except as otherwise expressly provided in the Terms), non-sublicensable license to access, view, display, and use the Digital Collectible associated with the Digital Token for personal, non-commercial use as specified in these Terms.
(i) For additional clarity, while you own the Product, you are entitled to use the Digital Collectible ONLY (i) as part of any Service we provide; (ii) as part of any service operated by a third party that we specifically authorize and provide notification of; (iii) as a display or image of your identity on social media platforms; or (ii) as part of a Product listing on an Secondary Marketplace. The above notwithstanding, please be aware that, there may be differences in the limited licensing rights granted by different Licensors with different Digital Collectibles. Some of the rights listed above may not be provided for a particular Digital Collectible. Any such differences shall be explained in these Terms below.
(ii) The foregoing limited license applies only to the extent that you continue to own or legally control the applicable Product. If at any time you sell or otherwise transfer your Product for any reason, the limited license to the Digital Collectible will immediately expire without the requirement of notice, and you will have no further rights in or to the Digital Collectible.
(iii) All rights not otherwise granted to the purchaser of any Product is expressly reserved for OnChain and our Licensors. You acknowledge and agree that we and/or the applicable Licensors may use the Digital Collectible, or any derivative work, with or without notice to you, at no cost of any kind, for any purpose including but not limited to any commercial purpose.
(iv) You will not, nor will you permit others to do any of the foregoing without our express prior written consent in each case: (a) alter, transform, modify, extract or make derivative works of the Digital Collectible in any way, including the shapes, designs, drawings, attributes, or color schemes (except as specifically provided in Section 6(b)(ii) below); (b) use the Digital Collectible or any element thereof to advertise, promote, market, or sell any third party product or service; (c) include the Digital Collectible in any content other than as expressly permitted in these Terms or our Platform; (d) use the Digital Collectible in connection with images, videos, or other forms of media that 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; (e) use the Digital Collectible in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted by us, within our Services or solely for your own personal, non-commercial use; (f) 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 Digital Collectible; (g) attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to the Digital Collectible; (h) otherwise utilize the Digital Collectible for your or any third party’s commercial benefit; (i) create, market, or sell any fractionalized interest in the Digital Collectible or associated Product, (j) disable or circumvent any security features implemented in connection with the Digital Collectible or the Product, (k) list the Product for sale on an unauthorized exchange, (l) circumvent the smart contract in any way that may prevent the payment of a commission on Secondary Sales, or (m) use the Digital Collectible in any manner that violates applicable laws or our policies or that may harm the reputation or goodwill associated with the Digital Collectible, OnChain or our Licensors.
(v) Exclusions in certain countries. The Digital Collectible associated with any Product may be subject to geographical exclusions. Beside exclusions dealing with legal prohibitions as provided in Section 3(a)(ii) above, some Digital Collectible may be excluded in specific countries. In such cases, notice of such exclusions shall be provided herein and any violations shall result in termination of the licensing rights to the Digital Collectible and all utility associated with the Product.
(vi) You acknowledge and agree that the Company may terminate the limited license to the Digital Collectible associated with your Product in the event either you or a prior owner of the purchased Product violate any of the terms as provided in these Terms in general or Section 5 of these Terms in particular.
6. User Conduct
a. User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials that you upload, post, publish, make available or display (hereinafter, “upload(ing)”) via our Services or any service provided by a third party (collectively, “User Content”). We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including removing the offending content from our Services, suspending or terminating the Account of such violators, terminating the violator’s access to the Digital Collectible linked to the Product, terminating any utility or other rights associated with the Product, as provided in Section 5 above, and reporting the violator to law enforcement authorities. You agree to not use our Services to:
(i) interfere with or disrupt our Services or servers or networks connected to our Services, or disobey any requirements, procedures, policies, or regulations of networks connected to our Services;
(ii) violate any applicable local, state, national, or international law, or any regulations having the force of law;
(iii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(iv) solicit personal information from anyone under the age of 13;
(v) harvest or collect contact information of other users from our Services by any means for the purposes of sending unsolicited communications;
(vi) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
(vii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
(viii) obtain or attempt to access any content or information through any means not intentionally made available by our Services;
(ix) circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in or geographic restrictions on any content available through our Services, including through the use of virtual private networks (VPN);
(x) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods;
(xi) engage in any activity or transaction on our Services through the use of bots or other similar forms of automation;
(xii) acquire Products through inappropriate or illegal means (including by using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Product and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Product or selling, gifting or trading the Product to someone else);
(xiii) purchase, sell or transfer a user’s Account to a third party except as specifically permitted by us; or
(xiv) otherwise commit any act or omission that results in the wrongful seizure or receipt of any Product.
If you are blocked by our Company from accessing our Services, any utility or right associated with your Product or the Digital Collectible linked to your Product (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
b. License to User Content: You represent and warrant that you own all right, title and interest in and to your User Content, including all copyrights and rights of publicity contained therein. You hereby grant the Company and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of our Services and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
(i) You acknowledge and agree that Company may preserve your User Content and may also disclose your User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its users, or the public.
(ii) To the extent that we authorize you to create, use, post, upload, distribute, publicly display or publicly perform User Content that requires the use of our or our Licensors’ copyrighted works, we grant you a non-exclusive license to create a derivative work using the specifically referenced copyrighted works as required for the sole purpose of creating such a work, provided that such license shall be conditioned upon your assignment to us of all rights worldwide in the work you create for the duration of copyright in the User Content, in all formats and media known or unknown to date. If such rights are not assigned to us, your license to create derivative works using our and our Licensors’ copyrighted works shall be null and void.
c. Third Party (incl. User) Content: Under no circumstances will we be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content, but that we and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via our Services. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
7. Copyright Complaints: We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to our Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at:
OnChain Studios, Inc.
9999 NE 2nd Avenue #301
Miami Shores, FL 33138
a. Notice of Infringement. To be effective, the notification must be in writing and contain the following information:
a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on our Services, with enough detail that we may find it on our Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
b. Counter-Notice: If you believe that the User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Miami-Dade County, the State of Florida and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, the Company will send a copy of the counter-notice to the original complaining party informing them that Company may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against the Company or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
c. Repeat Infringer Policy: In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company’s sole discretion, the Accounts of users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to our Services and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8. Third-Party Services and Websites. As part of our Services, we may provide you with links or other access to services, websites, mobile apps, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, we may enable access to our Services via Third-Party Services, such as, payment processors, digital wallets, social media and networking services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers.
a. We have no control over and are not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the terms of services and privacy policies of the third parties providing Third-Party Services prior to using such services.
b. You, and not the Company, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The Company enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using our Services are between you and the third party. We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
9. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, and its and their respective officers, employees, directors, service providers, licensing partners, and agents (collectively, the “Company Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of our Products and Services, any User Content, your connection to our Services, your usage of any Third Party Services, your violation of these Terms, or your violation of any rights of others. The Company will provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter. You may not settle or compromise any claim against the Company Parties without the Company’s written consent.
10. Disclaimer of Warranties
a. YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
b. THE COMPANY PARTIES MAKE NO WARRANTY THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (B) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.
c. THE VALUE OF EACH PRODUCT WE PROVIDE IS INHERENTLY SUBJECTIVE, IN THE SAME WAY THE VALUE OF OTHER COLLECTIBLES IS INHERENTLY SUBJECTIVE. EACH PRODUCT HAS NO INHERENT OR INTRINSIC VALUE. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT THERETO.
d. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE FLOW NETWORK, OR YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED FILES; (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 APP, THE FLOW NETWORK, OR ANY ELECTRONIC WALLET; OR (V) LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE FLOW NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
11. Limitation of Liability
a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (E) ANY OTHER MATTER RELATING TO OUR SERVICES. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
b. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.
c. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
12. Assumption of Risk and Disclosures:
a. Value and Volatility. The prices of collectible assets, such as our Products, are extremely volatile and subjective. These collectible assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of the Products, which may also be subject to significant price volatility. We cannot guarantee that any Product purchased will retain its original value.
b. Regulatory Uncertainty. The regulatory regime governing blockchain technologies is uncertain, and new regulations or policies may materially adversely affect the development of the ecosystem, and therefore the potential utility or value of the Products.
c. Software Risks. Upgrades to the Flow Network, a hard fork in the Flow Network, or a change in how transactions are confirmed on the Flow Network may have unintended, adverse effects on all blockchains using the Flow Network, including our ecosystem.
d. Products are not Securities. Your purchase of Products, including any associated Digital Collectible, or access to our Services are provided for your personal enjoyment. Our Products and Services are not securities as defined under the United States laws and are not suitable for purposes of investment, speculation, or financial gain. Your purchase of our Products does not entitle you to any ownership interest in any company, entity, project, or other endeavor. Your funds are not being pooled with the funds of other purchasers of our Products or used in any way to add to the Services we provide or Products we sell on our Platform.
e. Risk of Bad Actors. By purchasing any Product from us or accessing any of our Services, you acknowledge that a risk exists that some may exploit our Platforms or other systems, steal Products we provide or impersonate owners of Products. Some may also attempt to counterfeit Products, sell replicas of Products, or misuse Digital Collectible associated with our Products.
f. Risk of Bankruptcy. By purchasing any Product from us or accessing any of our Services, you acknowledge that a risk exists that the Company may go out of business, declare bankruptcy or cease operations, thereby decreasing the use or value of any Product.
13. Dispute Resolution
a. Prohibition of className and Representative Actions and Non-Individualized Relief
(i) YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR className MEMBER IN ANY PURPORTED className OR REPRESENTATIVE ACTION OR PROCEEDING.
(ii) UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR className PROCEEDING.
(iii) ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
b. Mutual Commitment to Attempt a Resolution
(i) We are always interested in resolving any dispute amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing our customer support at email@example.com.
(ii) If such efforts prove unsuccessful, you agree to notify us in writing, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company should be sent to OnChain Studios. Inc., Attn: General Counsel, 9999 NE 2nd Avenue #301, Miami Shores, FL 33138, (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought.
(iii) For a period of 60 (sixty) calendar days from the date of receipt of notice from you, we and you will engage in a dialogue in order to attempt to resolve the dispute. The above notwithstanding, nothing will require either party to resolve the dispute on terms which either party is not comfortable.
c. Resolution Procedure: If we cannot resolve a dispute as set forth above within 60 days of receipt of the Notice, then either you or we may submit the dispute to formal arbitration as provided in Section 13(d) below. The above notwithstanding, if the matter in dispute involves an Excluded Disputes, as defined in Section 13(e) below, then either you or we may submit the Excluded Dispute to formal arbitration only if both you and the Company consent, in a writing signed by you and our General Counsel, to have that Excluded Dispute subject to arbitration.
d. Arbitration Procedures
(i) This section on dispute resolution by binding arbitration is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims, except as defined in Section 13(e) below as Excluded Disputes, that have arisen or may arise between you and Company, whether arising out of or relating to these Terms (including any alleged breach thereof), our Products or Services, any promotion or advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a className action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(ii) Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
(iii) Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(iv) Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.
(v) Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
(vi) Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Section 13(a) above titled “Prohibition of className and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 13(a) above titled “Prohibition of className and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
(vii) Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, the Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of our Services, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
e. Injunctive Relief. The foregoing provisions of this Section 13 will not apply to any legal action taken by the Company to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Company’s, our Licensors’, partners’, associates or affiliates’’, intellectual property rights.
f. Small Claims. Notwithstanding the foregoing, either of us may bring a qualifying claim of disputes (but not any Excluded Dispute) in small claims court.
a. You agree that the Company, in its sole discretion, may suspend or terminate (i) your Account (or any part thereof), (ii) any utility or right associated with your Product, (iii) your license to the Digital Collectible or (iv) use of our Services and remove and discard any content within our Services, for any reason, if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms.
b. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities.
c. You agree that any termination, as provided in this section or under any other provision of these Terms, may be affected without prior notice.
15. User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with our Products or Services, and the Company will have no liability or responsibility with respect thereto. The Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of our Products or Services.
a. These Terms constitute the entire agreement between you and the Company governing your purchase, license, ownership, access and use of our Products and Services, and supersede any prior agreements between you and the Company. The above notwithstanding, our Licensors may directly enforce these Terms in order to protect any rights reserved to them under the license to the Digital Collectible.
b. These Terms will be governed by the laws of the State of Florida without regard to its conflict of law provisions. All Products and Services are offered from within the United States. If you purchase any of our Products or access any of our Services outside the United States, you are solely responsible for ensuring that your purchase, access and use of our Products and Services in such country, territory or jurisdiction does not violate any applicable laws.
c. The failure of Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
d. If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, the parties nevertheless agree that the court or the arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
e. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to our Products or Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
f. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
g. You may not assign these Terms without the prior written consent of Company, but Company may assign or transfer these Terms, in whole or in part, without restriction.
h. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
a. Notice for California Users
Under California Civil Code Section 1789.3, users of our Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at firstname.lastname@example.org; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at OnChain Studios, Inc., 9999 NE 2nd Avenue #301, Miami Shores, FL 33138. Ph: (754) 444-9901
b. Special Notice for International Use; Export Controls
The Company is headquartered in the United States. If you purchase, license, access or use our Products or Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with our Products or Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from our Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using our Services is at your sole risk.
c. U.S. Government Restricted Rights
Our Services are made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of our Services by the U.S. government constitutes acknowledgement of our proprietary rights in our Services.
d. Intellectual Property Notices
DISNEY and all related characters and elements are trademarks of and © DISNEY.
STAR WARS and all related characters and elements are trademarks of and © Lucasfilm Ltd.
18. Questions? Concerns? Suggestions? Please contact us at email@example.com, or OnChain Studios, Inc., 9999 NE 2nd Avenue #301, Miami Shores, FL 33138 to report any violations of these Terms or to pose any questions regarding these Terms or our Products or Services.