Effective Date: September 9, 2022
Welcome to ComicConnect’s site for the launch of the Mark Zuckerberg NFT. These Terms and Conditions (“Terms”) constitute a legally binding agreement between Company and each registered or unregistered end user (each, a “User,” “you” or “your”) of the NFT Platform located at the Website or such other URL as may be designated by Company from time to time, as well as any mobile apps or other related services or applications thereto (collectively, the “NFT Platform”). The NFT Platform and any content (including “Content” as defined below), tools, application programming interfaces (and all associated data) (“APIs”), features and functionality offered on or through our Website and the App, including making available Company NFTs (as defined below) for purchase or sale, are collectively referred to as the “Services.” Please carefully review these Terms. These Terms govern your access to and use of the Services and Company NFTs (as defined below). These Terms are intended to supplement the Terms on ComicConnect’s site. To the extent there is any conflict between these Terms and the Terms on ComicConnect’s site, these Terms shall apply.
By accessing and using the Services (including by creating an Account or by purchasing or bidding on any items), you are deemed to have read, accepted, executed and agreed to be bound by these Terms. We may change or amend the Terms at any time at our sole and absolute discretion.
Any changes to the Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the Services, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Services. If you do not understand or agree to these Terms, please do not use the Services. For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
IF ANY PROVISION OF THESE TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE SERVICES AND DO NOT CREATE AN ACCOUNT. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
1. WHO MAY USE THE SERVICES.
You must be 16 years of age or older to use the Services. Additional aspects of the Services may have further age restrictions that will be presented to you in connection with those Services. Minors under the age of majority in their jurisdiction but that are at least 16 years of age are only permitted to use the Services if the minor’s parent or guardian or other holder of parental authority accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of 16 are not permitted to use the Services. By using the Services, you represent and warrant that you meet these requirements.
2. USER ACCOUNTS
2.1 Account Creation and Maintenance. To use certain Services, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. By creating an account, you represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our Website to conduct any illegal or illicit activity. You can access, edit and update your Account via the account settings page of your profile. You are solely responsible for any activity on your Account and associated wallets (whether an External Non-Custodial Wallet (as defined below) or otherwise) and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account, and we are not liable for any loss as a result of your account being compromised. You must immediately notify us at email@example.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
2.2 One Account Per User. Each individual user may only have one Account. Company reserves the right, in its sole discretion, to determine whether you have or control more than one Account. Company further reserves the right to suspend or terminate any Account that it deems to be in excess of the one Account permitted per individual user. During any period of suspension of an Account, you will not be able to perform any actions on the Services through that Account.
2.3 Company is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. Company provides a peer-to-peer web3 service that helps users discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the NFT Platform, or any other payment or transactions that you conduct via the NFT Platform. Except as may be expressly provided in connection with the sale of a specific NFT, we do not provide refunds for any purchases that you might make on or through the NFT Platform or for NFTs (whether purchased through the NFT Platform or elsewhere).
3. IP OWNERSHIP OF NFT
3.1 Ownership of NFT. When you purchase an NFT, you own the NFT but you do not possess any intellectual property rights in the NFT-Linked Content except for the license grants expressly set forth herein in Section 4 (“License to Content”). Your purchase or other acquisition of an NFT is, in each instance, governed by these Terms and any Terms and Conditions specific to such NFT. As a result of the open-source nature of public blockchains, it is possible that there may be a fork, merge, or duplication of the underlying blockchain that has recorded ownership of your NFT. In such case, any rights granted under this Agreement to owners of any NFT will only be granted to the lawful owners of such NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain, in each case as may be determined by us in our sole discretion.
4. LICENSE TO CONTENT.
4.1 Scope of License. If you purchase anNFT, then subject to your compliance with these NFT Terms and any Terms and Conditions specific to such NFT, Company hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the NFT-Linked Content for such purchased Company NFT, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the NFT-Linked Content for their NFT to ensure that only the actual owner can display such Content; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the NFT-Linked Content for their NFT to ensure that only the actual owner can display the Content, and provided that the Content is no longer visible once the owner of the Company NFT leaves the website/application. This license only lasts as long as you are the valid owner and holder of the NFT associated with the licensed Content. If you sell or transfer the NFT to another person, this license will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such license. All rights not expressly granted are reserved.
4.2 Limitations on License. You agree that you may not, nor permit any third party to do or attempt to do any of the following without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Content in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Content to advertise, market, or sell any third party product or service; (c) use the Content for any derogatory or defamatory purpose that creates harmful associations or a risk of harm, damage or liability to any of the Company Entities, e.g., 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; (d) 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 Content; (e) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content; (f) create, sell or attempt to create or sell fractionalized interests in the Content or any NFT; or (g) otherwise utilize the Content for your or any third party’s commercial benefit. 5.3 Inclusion of Third Party IP. If the Content contains Third Party IP (e.g., licensed intellectual property from any rights holder, such as music performance rights or publicity rights), you understand and agree as follows: (a) you will not have the right to use such Third Party IP in any way except as incorporated in the Content, and subject to the license and restrictions contained herein and in any applicable terms and conditions for the Company NFT; (b) depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Content; (c) to the extent that we inform you of such additional restrictions, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license contained herein; (d) such third party owns and retains all right, title and interest in and to such Third Party IP except as expressly licensed hereunder; and (e) the licensor of such Third Party IP shall be a third-party beneficiary of (but not a party to), and entitled to enforce, these Terms against you with respect to such Third Party IP.
5. DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION,
AND ASSUMPTION OF RISKS.
5.1 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) and all operators of Third Party Platforms DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility of the Services or Company NFTs with any other application or any particular system or device, (d) whether such Services or Company NFTs will be supported, hosted or accessible in the future; and (e) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
5.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR COMPANY NFTS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services or any Third Party IP; (d) your use of an External Non-Custodial Wallet or Third Party Platform Wallet with the Services; (e) Your Content, or (f) your negligence or willful misconduct.
5.4 Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to Company NFTs due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, custodial error or purchaser error, smart contract error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Each Company NFT has no inherent or intrinsic value. You acknowledge that you have obtained sufficient information to make an informed decision to purchase an NFT, including carefully reviewing the code of the smart contract and the NFT and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the NFT Platform, and therefore the potential utility or value of your Company NFTs. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your Company NFTs. Any purchase or sale you make, accept or facilitate outside of the NFT Platform of an NFT will be entirely at your risk. Any use of a wallet will be entirely at your own risk. Except as may otherwise be provided in these Terms, we do not control or endorse purchases or sales of NFTs outside of the NFT Platform. You are 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 the Services. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to a Company NFT; (b) will pay or reimburse Company for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, 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 (c) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including blockchain gas fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with Company NFTs and the Services. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in NFTs outside of the NFT Platform.
5.5 Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in operating the NFT Platform, when and to the extent such failure or delay is caused by or results from any events beyond Company’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
6. ARBITRATION AND CLASS ACTION WAIVER
6.1 Informal Process First. You agree that in the event of any dispute between you and the Company Entities, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
6.2 Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services, Company NFTs and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone or videoconference, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you. This arbitration agreement shall survive the termination of your relationship with the Company.
6.3 Waiver of Class Actions and Class Arbitrations. You and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
6.4 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
6.5 Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending written notice of your decision to opt-out to firstname.lastname@example.org or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, the Company also will not be bound by them
6.6 Exceptions. Notwithstanding anything in these Terms to the contrary, you may instead assert your Claim in “small claims” court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
6.7 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.