The Trufflez NFT Terms and Conditions (this “Agreement”) is a legally binding agreement by and between Dropp TV, Inc. (the “Trufflez NFT Developer”) and you as a bidder, winner and/or purchaser (including any subsequent purchasers) of a Trufflez NFT (as defined below).
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THIS AGREEMENT YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TRUFFLEZ NFT DEVELOPER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 15 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 14 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
1. Agreement to Terms.
By purchasing a Trufflez NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement. “Trufflez NFT” means a non-fungible token (“NFT”) that is on a blockchain and, as of its genesis issuance, is linked to a display of Trufflez Art. Each Trufflez NFT is a controllable electronic record recorded on the applicable blockchain. “Trufflez Art” means the digital art for the Trufflez NFT that is provided by and owned by the Trufflez NFT Developer and is linked to the Trufflez NFT. This Agreement governs your participation in the initial sale and purchase on the Trufflez Website or any other platform the Trufflez NFT Developer may choose (the “Website”), as well as any subsequent transactions between Transferors and Transferees (as defined below) on any other platform that facilitates a Subsequent Sale (as defined below). Each Trufflez NFT may be compatible with, or support entitlements within, one or more interactive applications offered by Trufflez NFT Developer or a third party, and any such entitlements are not part of the NFT, but rather are part of the purchasing or licensing of such applications. Trufflez NFT Developer has no obligation to you to maintain any such interactive applications for any length of time.
(a) Additional Terms.
(b) Changes to the License Grant Terms.
We may update the terms of the license grant to the Trufflez Art (and related items) (“License Grant Terms”) from time to time in our sole discretion. If we do, we’ll let you know by posting the updated License Grant Terms on the Website and/or may also send other communications. It’s important that you review the License Grant Terms whenever we update them, or when you purchase a Trufflez NFT. If you continue to participate in the sale and purchase of a Trufflez NFT after we have posted the updated License Grant Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not participate in the sale and purchase of a Trufflez NFT anymore.
2. Purchasing Trufflez NFT.
(a) Transactions Generally.
Before purchasing a Trufflez NFT, we may ask you to download a supported electronic wallet extension, and perhaps including that of a required wallet of the Trufflez NFT Developer, and connect and unlock your digital wallets with that extension. Once you submit an order to sell or purchase a Trufflez NFT, your order is passed on to the applicable wallet extension, which completes the transaction on your behalf.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY TRUFFLEZ NFTS YOU PURCHASE UNDER THIS AGREEMENT. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, TRUFFLEZ NFT DEVELOPER MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF TRUFFLEZ NFTS.
(b) Transactions Are Conducted on the Blockchain.
Trufflez NFT Developer does not buy, sell or take custody or possession of any Trufflez NFT, nor does it act as an agent or custodian for any user under this Agreement. You acknowledge that Trufflez NFT Developer does not take control or custody of any NFT or cryptocurrency at any time. If you elect to participate in the sale and purchase of any Trufflez NFT, any transactions that you engage in will be conducted solely through the relevant blockchain network governing such Trufflez NFT. You will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to the Website, or the wallet required by the Trufflez NFT Developer, and/or any other websites that facilitates Subsequent Sales. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in for the Trufflez NFT. There may be royalties associated with the Subsequent Sale of any Trufflez NFT. You acknowledge and agree that the payment of any such royalty shall, in certain circumstances, be programmed to be self-executing via a blockchain network’s nonfungible token standard and Trufflez NFT Developer does not have any control or ability to direct such funds or the obligation to collect such fees.
We may conduct pre-sales of Trufflez NFT from time to time, either as a stand-alone or with bundles. The initial pre-sale(s) shall be known as Mint Pass (“Mint Pass”).
Through Mint Pass, your Trufflez NFT will be airdropped to your Dropp Hub Wallet (“Wallet”).
After the Reveal, you can continue to store your Trufflez NFT in your Wallet or transfer your NFT to an external wallet at a later time.
Orders placed for Mint Pass of Trufflez NFT are non-refundable, cannot be canceled for any reason, and require payment of the purchase price at the time of the pre-purchase.
We will undertake reasonable endeavors to deliver any pre-purchased Trufflez NFT to your Wallet by any date we provide for delivery. You acknowledge, however, that the delivery date may change for reasons including for reasons outside or within our control, or at our sole discretion.
In the event that any payment is reversed or becomes invalid, including via either a double spend attack or recall or refund request by a payment processor, you agree to immediately return to us any Trufflez NFT the subject of such sale where the purchase price has no longer been retained in full by us.
Risk and title in any NFT purchased transfers to you upon delivery of the NFT.
Delivery of the Trufflez NFT is conditioned upon the following terms being met: your payment and Trufflez NFT Developer’s receipt of the Purchase Price, and your successful completion (as determined by Trufflez NFT Developer in its sole discretion) of any applicable diligence, including without limitation any Know Your Consumer (“KYC”), Anti-Money Laundering (“AML”), sanctions, and other processes as requested by Trufflez NFT Developer. If you fail to meet any of the conditions above, Trufflez NFT Developer may suspend the delivery of the purchased Trufflez NFT.
Purchase Price means the amount advertised for the purchase (or pre-purchase) of any Trufflez NFT or bundle containing Trufflez NFT, which may be denominated in a Digital Currency.
Digital Currency means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us.
3. Ownership of Trufflez NFT.
(a) If you acquire a Trufflez NFT, you own all personal property rights to that Trufflez NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Trufflez NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Trufflez Art. Your purchase from the Trufflez NFT Developer or purchase from any owner of Trufflez NFT originally produced by the Trufflez NFT Developer does not constitute a financial investment. You are buying personal property rights to an electronic record linked to a piece of art and potential gaming asset that lives on the applicable blockchain.
(b) You represent and warrant that you will not transfer a Trufflez NFT in any Subsequent Sale to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”). A “Subsequent Sale” means any transaction in which a Trufflez NFT is sold by one person to another person, or is otherwise transferred in any manner that is not an Initial Sale; and “Initial Sale” means a transaction facilitated through the Website in which a Trufflez NFT is first sold.
4. License of Trufflez Art.
By acquiring a Trufflez NFT, Trufflez NFT Developer hereby grants to you, for so long as you own the Trufflez NFT (as recorded on the relevant blockchain), a non-exclusive, non-sublicensable, royalty-free license to use, copy, and display the Trufflez Art linked with your purchased Trufflez NFT solely for your own personal, non-commercial use, including to: (a) use it in connection with any third-party offering compatible with the Trufflez NFT or (b) to create a reasonable number of back-up copies of the Trufflez Art and a reasonable number of print outs of the Trufflez Art, each to be retained only for so long as you own the associated Trufflez NFT; and efforts to sell or otherwise transfer the associated Trufflez NFT consistent with the ownership of it (e.g., posting the Trufflez Art on a sales listing on an NFT marketplace). The license in the prior sentence is non-transferrable, except that it will automatically transfer in connection with the transfer of the Trufflez NFT.
5. Reservation of Rights.
All rights in and to the Trufflez Art not expressly provided for in this Agreement are hereby reserved by Trufflez NFT Developer. The Trufflez Art is licensed, not sold. Trufflez NFT Developer owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Trufflez Art. Without limitation, you shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from Trufflez NFT Developer: (i) modify the Trufflez Art; (ii) use the Trufflez Art to advertise, market, or sell any product or service; (iii) use the Trufflez Art in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that reflects negatively on the Trufflez brand; (iv) use the Trufflez Art in any other form of media, except solely for your own personal, non-commercial use for so long as you owns the Trufflez NFT; (v) 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 Trufflez Art; (vi) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Trufflez Art; or (vii) otherwise utilize the Trufflez Art for your or any third party’s commercial benefit.
6. Payment and Fees.
(a) Purchase and Sale.
You hereby agree to purchase the Trufflez NFT at the set price as determined by us (the “Initial Sale Purchase Price”).
(b) Purchaser Qualification.
You represent and warrant that you (i) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) are not listed on any U.S. Government list of prohibited or restricted parties.
(c) Form of Payment.
Trufflez NFT Developer agrees to accept payment for the Initial Sale Purchase Price via an applicable blockchain (or in fiat currency at the sole discretion of the Tufflez NFT Developer); provided that Trufflez NFT Developer may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by Trufflez NFT Developer, a third party (e.g., a marketplace), or an assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.
(d) Gas Fees.
By buying or selling a Trufflez NFT on the Website or any other platform, you agree to pay all applicable fees and, if applicable, you authorize the automatic deduction of such fees (including any transaction fees, or Gas Fees, as applicable) directly from your payments for the Initial Sale or Subsequent Sales. “Gas Fees” fund the network of computers that run the decentralized applicable blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the applicable blockchain network. Neither Trufflez NFT Developer nor a third party (e.g., a marketplace) have any insight into or control over these payments or transactions, nor does Trufflez NFT Developer or a third party (e.g., a marketplace) have the ability to reverse any transactions. Accordingly, Trufflez NFT Developer and a third party (e.g., a marketplace) will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions of the Trufflez NFT that you engage in.
All Subsequent Sales are subject to the following terms: (i) the Trufflez NFT transferee (the “Transferee”) shall, by receiving an ownership interest in the Trufflez NFT, be deemed to accept all of the terms of this Agreement; (ii) the Trufflez NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, (iii) the Transferor shall pay Trufflez NFT Developer the royalty governed by the smart contract (the “Royalty Payment”). A Mint Pass may allow for no Royalty Payments. Trufflez NFT Developer shall be paid on the same terms and at the same time as Transferor is paid by the Transferee. You acknowledge and agree that the amounts payable to Trufflez NFT Developer under this Section herein does not include, and is not intended to cover any additional fees, including Gas Fees imposed or required by the transferring platform through which you transfer the Trufflez NFT and transaction fees for any other platform on which the Subsequent Sale takes place.
(i) You further acknowledge and agree that all Subsequent Sales will be effected on the applicable blockchain, the blockchain network governing the Trufflez NFT, and you will be required to make or receive payments exclusively through your cryptocurrency wallet.
(ii) Without limitation of any other termination rights, Trufflez NFT Developer may suspend or terminate the license to the Trufflez Art if it has a reasonable basis for believing that you have engaged in an off-chain sale of the Trufflez NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the Trufflez NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Subsequent Sale purchase price, regardless of whether such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing. A Mint Pass may however allow for no Royalty Payments as stipulated by the Trufflez NFT Developer.
7. Trufflez NFT Developer’s Rights and Obligations to the Trufflez Art.
Trufflez NFT Developer is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Trufflez Art, nor does the Trufflez NFT Developer have the obligation to maintain any connection or link between a Trufflez NFT and the corresponding Trufflez Art.
8. Warranty Disclaimers and Assumption of Risk.
You represent and warrant that you: (a) are at least 21 years of age, you have the legal capacity to enter into this Agreement, and you are not otherwise barred from participating in the Agreement under applicable law, (b) will use and interact with the Trufflez NFT and Trufflez Art only for lawful purposes and in accordance with this Agreement, and (c) will not use the Trufflez NFT or Trufflez Art to violate any law, regulation or ordinance or any right of Trufflez NFT Developer, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. you further agree that you will comply with all applicable laws. Without limiting the foregoing, 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 are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you participate in the sale and purchase of the Trufflez NFT outside the United States, you are solely responsible for ensuring that your purchase of the Trufflez NFT in such country, territory or jurisdiction does not violate any applicable laws.
THE TRUFFLEZ NFT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TRUFFLEZ NFT DEVELOPER EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE CHAMPION ASCENSION DEVELOPER MAKES NO WARRANTY THAT THE TRUFFLEZ NFT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TRUFFLEZ NFT DEVELOPER MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE TRUFFLEZ NFT.
WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES, INCLUDING WALLETS, BROWSERS, BLOCKCHAINS, AND HOSTING SERVICES. NOTHING HEREIN NOR ANY PARTICIPATION IN THE SALE AND PURCHASE OF TRUFFLEZ NFTS IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.
TRUFFLEZ NFT DEVELOPER DOES NOT REPRESENT OR WARRANT THAT ANY TRUFFLEZ NFT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON THE PARTICIPATION OF THE SALE AND PURCHASE OF TRUFFLEZ NFTS. WHILE TRUFFLEZ NFT DEVELOPER ATTEMPTS TO MAKE YOUR PARTICIPATION IN THE SALE AND PURCHASE OF TRUFFLEZ NFTS SAFE, TRUFFLEZ NFT DEVELOPER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TRUFFLEZ NFTS, TRUFFLEZ ART, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
TRUFFLEZ NFT DEVELOPER WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE TRUFFLEZ NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO TRUFFLEZ NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE TRUFFLEZ NFT.
THE TRUFFLEZ NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH TRUFFLEZ NFT DEVELOPER DOES NOT CONTROL. TRUFFLEZ NFT DEVELOPER DOES NOT GUARANTEE THAT TRUFFLEZ NFT DEVELOPER CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY TRUFFLEZ NFT. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE WEBSITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, TRUFFLEZ NFT DEVELOPER MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE WEBSITE OR ANY PURPORTED SUBSEQUENT SALES.
TRUFFLEZ NFT DEVELOPER IS NOT RESPONSIBLE FOR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE TRUFFLEZ NFT. TRUFFLEZ NFT DEVELOPER IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE TRUFFLEZ NFT, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
THE TRUFFLEZ NFTS MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE WEBSITE AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE TRUFFLEZ NFTS CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. Assumption of Risk. You accept and acknowledge all risks associated with the following:
(a) The prices and liquidity of cryptocurrency assets (including any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Trufflez NFTs made available, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of NFTs will not lose money.
(b) You are solely responsible for determining what, if any, taxes apply to your purchase, sale, or transfer of Trufflez NFT. Neither Trufflez NFT Developer nor a third party (e.g., a marketplace) is responsible for determining or paying the taxes that apply to such transactions.
(c) Trufflez NFT Developer does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by Trufflez NFT Developer. Transactions in Trufflez NFT may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Trufflez NFT shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that you initiated the transaction.
(d) There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. Trufflez NFT Developer will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting Trufflez NFT transactions, however caused.
(e) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT.
(f) Digital assets, including blockchain based assets such as the Trufflez NFT, are subject to developing laws and regulations throughout the world.
(g) Transactions involving the Trufflez NFT may rely on third-party platforms to perform transactions which are outside of Trufflez NFT Developer’s control. Therefore, access to and interactions for the Trufflez NFT may be limited or unavailable.
(h) By participating in the sale and purchase of the Trufflez NFTs, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. Trufflez NFT Developer is not responsible for any issues with the blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied from Trufflez NFT Developer. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while purchasing a Trufflez NFT. Accordingly, you understand and agree to assume full responsibility for all of the risks of participating in the sale and purchase of the Trufflez NFT.
10. Links to Third Party Websites or Resources.
Use and interaction of the Trufflez NFT and Trufflez Art may allow you to access third-party websites (including websites that host the Trufflez Art) or other resources. Trufflez NFT Developer provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. you acknowledge sole responsibility for and assumes all risk arising from your use of any third-party resources. Under no circumstances shall your inability to view the Trufflez Art on a third-party website serve as grounds for a claim against the Trufflez NFT Developer.
11. Termination of License to Trufflez Art.
Your license to the Trufflez Art shall automatically and immediately terminate without notice, and all rights shall revert to Trufflez NFT Developer if at any time: (i) you breach any portion of this Agreement; (ii) you engage in any unlawful activity related to the Trufflez NFT (including transferring the Trufflez NFT to a Prohibited Transferee); (iii) you initiate any legal actions, except an arbitration as specifically provided herein, against Trufflez NFT Developer or its parent, subsidiary, and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, and employees (collectively, the “Trufflez NFT Developer Parties”); or (iv) at Trufflez NFT Developer’s sole determination and discretion, you disparage any of the Trufflez NFT Developer Parties, or their brands or products. Upon any termination, discontinuation or cancellation of your license to Trufflez Art, Trufflez NFT Developer may disable your access to the Trufflez Art and you must delete, remove, or otherwise destroy any back up or single digital or physical copy of the Trufflez Art. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: 3 and 5-16.
You shall defend, indemnify, and hold the Trufflez NFT Developer Parties harmless from and against any and all claims, disputes, demands, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Trufflez NFT whether or not such person personally purchased the Trufflez NFT) against any Trufflez NFT Developer Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (A) your purchase, sale, ownership, use and interaction with the Trufflez NFT or license to the Trufflez Art, (B) your breach or anticipatory breach of this Agreement, (C) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with your use or interaction with the Trufflez NFT, and (D) any misrepresentation made by you (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Trufflez NFT Developer in the defense of any Claim and Losses. Notwithstanding the foregoing, Trufflez NFT Developer retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Trufflez NFT Developer reserves the right to assume the exclusive defense and control of any Claims and Losses. you will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Trufflez NFT Developer.
13. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE TRUFFLEZ NFT DEVELOPER NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE TRUFFLEZ NFT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE TRUFFLEZ NFT OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE OR INTERACT WITH THE TRUFFLEZ NFT OR ACCESS THE TRUFFLEZ ART, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRUFFLEZ NFT DEVELOPER OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE TRUFFLEZ NFT DEVELOPER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE OR INTERACT WITH THE TRUFFLEZ NFT OR ACCESS THE TRUFFLEZ ART EXCEED THE INITIAL SALE PURCHASE PRICE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE TRUFFLEZ NFT DEVELOPER AND YOU.
14. Governing Law and Forum Choice.
This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and the Trufflez NFT Developer are not required to arbitrate will be the state and federal courts located in the County of New York, in the State of New York, USA, and you and the Trufflez NFT Developer each waive any objection to jurisdiction and venue in such courts.
15. Dispute Resolution.
(a) Informal Resolution of Disputes.
You and the Trufflez NFT Developer must first attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the participation in the sale and purchase of Trufflez NFTs (collectively, “Disputes”) informally. Accordingly, neither you nor us may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver your written notices via hand or first-class mail to us, Attn: 307 West 36th Street, 13th Floor, New York, NY 10021.
(b) Mandatory Arbitration of Disputes.
We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.
As limited exceptions to Section 15(a) and 15(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(d) Conducting Arbitration and Arbitration Rules.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the County of New York, State of New York, USA, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(e) Arbitration Costs.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous.
(f) Injunctive and Declaratory Relief.
Except as provided in Section 15(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(g) Class Action Waiver.
YOU AND THE TRUFFLEZ NFT DEVELOPER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
With the exception of any of the provisions in Section 15(g) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
16. General Terms.
This Agreement will transfer and be binding upon and will inure to the benefit of the parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the parties may agree in writing. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
Any notices or other communications provided by the Trufflez NFT Developer under this Agreement will be given: (i) via email; or (ii) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(b) Waiver of Rights.
The Trufflez NFT Developer’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Trufflez NFT Developer. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
(C) Contact Information.
If you have any questions about this Agreement, please contact the Trufflez NFT Developer via mail: 307 West 36th, 13th Floor, New York, NY 10021; or via email@example.com.