Effective Date: July 7, 2022
By using the WAGMI Platform, you agree that you are the age of lawful capacity to form binding legal contracts in your jurisdiction of residence; provided that, in no event, will you be permitted to use the WAGMI Platform if you are under the age of 18. If you are using the WAGMI Platform on behalf of a company or other entity, then "you" includes you and that company or entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and you agree to these Terms on the entity’s behalf.
READ THESE TERMS CAREFULLY BEFORE BROWSING THE WEBSITE OR OTHERWISE USING THE WAGMI PLATFORM. USING ANY PART OF THE WAGMI PLATFORM INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THE WEBSITE OR OUR SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH WAGMI. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
We may alter the Materials we offer and/or may choose to modify, suspend or discontinue any part or all of the WAGMI Platform at any time. We may also change, update, add or remove provisions of these Terms from time to time. We will inform you of any modifications to these Terms by posting them on the Website and revising the effective date of the change at the beginning of the Terms.
If you object to any such modifications, your sole recourse shall be to cease using the WAGMI Platform. Continued use of the WAGMI Platform after the Effective Date such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms applicable to specific Services or portions of the WAGMI Platform. Such expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded for such Services or portion of the WAGMI Platform.
These Terms we are granting you a limited, personal, non-exclusive and non-transferable license to access the Website, use the Services, and display the Materials solely for your internal, personal use and not for the provision of products or services to others. Your right to use the Materials is conditioned on your compliance with these Terms. You have no other rights in the Website, Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Website, the Services or any of the Materials in any manner. If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Website.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
USING THE PLATFORM
Your wallet, whether or not custodial, desktop, mobile, or "hot" or "cold" (i.e., Metamask, Ledger, Fortmatic, etc.) will serve as account when using the WAGMI Platform. Your blockchain address functions as your identity on the WAGMI Platform. Your account on the WAGMI Platform ("Account") will be associated with your blockchain address. By using your wallet in connection with the WAGMI Platform, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with WAGMI, and WAGMI does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. WAGMI accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the WAGMI Platform will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet, and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the WAGMI Platform or your Account by emailing email@example.com with "Reporting Security Issue" in the email subject line. You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the WAGMI Platform. Without limiting the foregoing, by using the WAGMI Platform, you represent and warrant that if (a) you are an individual, you agree that you are not and (b) if you are an entity, you agree that neither you nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf is: (i) related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (OFAC), or any persons who are named on any list of sanctioned individuals or entities; (ii) (or has ever been) prohibited from the transaction pursuant to U.S. anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) resident in a country or jurisdiction under a U.S. embargo enforced by OFAC, including the Crimea Region of Ukraine, Donsk, Cuba, Iran, North Korea, and Syria. If you access or use the WAGMI Platform outside the United States, you are solely responsible for ensuring that your access and use of the WAGMI Platform in such country, territory or jurisdiction does not violate any applicable laws. WAGMI may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, WAGMI, in its sole discretion, may disable your Account and block your ability to access the WAGMI Platform until such additional information and documents are processed by WAGMI. If you do not provide complete and accurate information in response to such a request, WAGMI may refuse to restore your access to the WAGMI Platform. Your access and use of the WAGMI Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the WAGMI Platform or other actions that WAGMI in its sole discretion, may elect to take.
You are responsible for complying with these Terms when you access and use the WAGMI Platform. It is your responsibility to obtain and maintain all equipment and services needed for you to access to and use the WAGMI Platform as well as paying related charges.
Your access and use of some of the Services offered by WAGMI may require you to use certain third-party products and/or services. Your use of such third-party products and services will require you to agree to and comply with additional privacy policies and terms and conditions. Your use of such products and services is entirely at your own risk and you must follow the privacy policies and terms and conditions of those third parties. WAGMI is not responsible for any third-party products, services, or content.
FEES AND PAYMENT
You agree to pay all fees applicable to your use of the WAGMI Platform using one of the payment methods we support. Except as otherwise specified in these Terms or on the WAGMI Platform (a) fees are quoted and payable in ether or such other cryptocurrency designated by WAGMI, and (b) payment obligations are non-cancelable and fees paid are non-refundable.
By using the WAGMI Platform (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message) and from other users of the Services. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the WAGMI Platform. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.
LINKS TO THIRD-PARTY SITES
The WAGMI Platform may contain links to third-party websites, applications or other resources. If you use these links, you will leave the WAGMI Platform. We are not obligated to review any third-party websites that you link to from the WAGMI Platform, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated elsewhere in the WAGMI Platform, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the WAGMI Platform, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites.
Certain areas of the WAGMI Platform may permit you to upload or submit feedback, information, images, data, text, software, messages, or other materials (each, a "User Submission"). You may also be permitted to upload or submit User Submissions through our Discord channels or other social media. You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.
By submitting any User Submission, you are promising us that:
- You own all of the intellectual property rights in your User Submissions (including, without limitation, all rights to the reproduction and display of your User Submissions) or, alternatively, you have acquired all necessary intellectual property rights in your User Submissions to enable you to grant to us the rights in your User Submissions as described in these Terms;
- Your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
- You voluntarily agree to waive all "moral rights" that you may have in your User Submission;
- Any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
- Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
- You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
- Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
- Your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
- Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (with the right to sublicense these rights through multiple tiers of sublicensees) to:
- Use, distribute, reproduce, modify, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
- Use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
- Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.
Any use of the WAGMI Platform beyond the scope of the licenses set forth in these Terms is prohibited and, therefore, constitutes unauthorized use of the WAGMI Platform. This result is because as between you and WAGMI, all intellectual property rights in the WAGMI Platform and Materials remain our property.
Unauthorized use of the WAGMI Platform may result in violation of various United States and international copyright laws. Unless expressly set forth herein or if you have written permission from us stating otherwise, you are not authorized to use the WAGMI Platform in any of the following ways:
- For any public or commercial purpose which includes use of the Materials on another site or through a networked computer environment;
- In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the WAGMI Platform;
- In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- To stalk, harass, or harm another individual;
- To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- To interfere with or disrupt the WAGMI Platform or servers or networks connected to the Website;
- From a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
- To engage in wash trading or other deceptive or manipulative trading activities.
- To place misleading bids or offers.
- Access, tamper with, or use non-public areas of the Website, the WAGMI Platform, WAGMI’s computer systems, or the technical delivery mechanics of WAGMI’s providers;
- Bypass or ignore instructions that control access to the WAGMI Platform, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to WAGMI;
- Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the WAGMI Platform, extract data, or otherwise interfere with or modify the rendering of Website pages or functionality;
- Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the WAGMI Platform, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the WAGMI Platform;
- Use the WAGMI Platform for money laundering, terrorist financing, or other illicit finance otherwise obfuscating the source of traffic you send to WAGMI; or
- To attempt to gain unauthorized access to any portion of the WAGMI Platform or any other accounts, computer systems, or networks connected to the WAGMI Platform, whether through hacking, password mining, or any other means.
Additionally, you agree not to:
- Engage in any activity which operates to defraud WAGMI, others users, or any other person; or to provide any false, inaccurate, or misleading information to WAGMI; or
- Access the WAGMI Platform from a different blockchain address if we have blocked any of your other blockchain addresses from accessing the WAGMI Platform, unless you have our prior written permission.
We reserve the right to take action, with or without advance notice, if we believe you have violated these Terms, including without limitation removing the ability to view certain Purchased NFTs on the WAGMI Platform or use the WAGMI Platform to interact with the Purchased NFTs, disabling the ability to use the WAGMI Platform in conjunction with buying, selling or transferring (as applicable) available Purchased NFTs, disabling your ability to access the WAGMI Platform, and/or other actions.
YOU WAIVE AND HOLD WAGMI AND OUR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, EQUITY HOLDERS, TECHNOLOGY PROVIDERS, VENDORS, PARENT COMPANY, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS (AS WELL THE RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS AND EQUITY HOLDERS OF THE PARENT COMPANY, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS) (INDIVIDUALLY AND COLLECTIVELY, THE "WAGMI PARTIES’) HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
The trademarks, service marks, and logos of WAGMI ("Our Trademarks") used and displayed on various parts of the WAGMI Platform are registered and unregistered trademarks or service marks of WAGMI. Other company, product, and service names located on the WAGMI Platform may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with Our Trademarks, the "Trademarks"). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the WAGMI Platform are our sole property, or the property of our suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
The Purchased NFTs are subject to acquisition terms between you and WAGMI governing the use of the Purchased NFT (and the relevant Art), the Art and the benefits associated with a given Purchased NFT ("Purchase Terms"), which are listed in the relevant Purchase Terms for such Purchased NFT. You are solely responsible for reviewing such Purchase Terms.
Assumption of Risks
- The Purchased NFTs are collectibles and not investments. They should be acquired for your personal use and not as an investment.
- The value of a Purchased NFT is subjective and can be extremely volatile. Fluctuations in the price of other digital assets or cryptocurrency could materially and adversely affect the Purchased NFTs, which may also be subject to significant price volatility. We cannot guarantee that any acquirers of Purchased NFTs will not lose money and we do not and cannot guarantee that any Purchased NFTs acquired will retain their original value. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money. You agree to assume all risk associated with the use and value of the Purchased NFT.
- You are solely responsible for determining what, if any, taxes apply to your Purchased NFT transactions. WAGMI is not responsible for determining the taxes that apply to Purchased NFT transactions.
- All transactions involving NFTs purchased or exchanged on the WAGMI Platform will be recorded in the Ethereum blockchain. WAGMI does not control the blockchain with which you are interacting and WAGMI does not control certain smart contracts and protocols that may be integral to your ability to complete transactions on the blockchains. Additionally, blockchain transactions are irreversible and WAGMI has no ability to reverse any transactions on the blockchain.
- There are risks associated with using an Internet and blockchain based products, 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 account. You accept and acknowledge that WAGMI will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the WAGMI Platform, any blockchain network, or the Purchased NFTs.
- 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 Purchased NFTs.
- The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrencies, tokens and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the WAGMI Platform and the utility of Purchased NFTs.
- The WAGMI Platform may rely on third-party platforms to perform the transactions for the Purchased NFTs. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the WAGMI Platform may suffer.
INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions or Feedback that violate intellectual property rights of others, suspending access to the WAGMI Platform (or any portion thereof) to any user who uses the WAGMI Platform in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the WAGMI Platform in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the WAGMI Platform, please provide written notice to our agent for notice of claims of infringement:
WAGMI Management LLC
1112 Montana Ave, Suite C 234
Santa Monica, CA 90403
To be sure the matter is handled immediately, your written notice must:
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
- Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
- Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.
Termination of Repeat Infringers
We reserve the right, in our sole discretion, to terminate the account or access of any user of the WAGMI Platform who is the subject of repeated infringement notifications.
By agreeing to these Terms and accessing the WAGMI Platform, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless WAGMI, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, agents, suppliers, vendors, technology providers, parent companies, subsidiaries, affiliates, predecessors, successors, and assigns (and the respective past, present, and future employees, officers, directors, contractors, consultants, equity holders and agents of such parent companies, subsidiaries, affiliates, predecessors, successors and assigns) (individually and collectively, the "WAGMI Parties"), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the WAGMI Platform (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, and (e) your negligence or willful misconduct. You agree to promptly notify WAGMI of any Claims and cooperate with the WAGMI Parties in defending such Claims. You further agree that the WAGMI or, at WAGMI’s discretion, the WAGMI Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND WAGMI.
YOUR RELATIONSHIP WITH US; DISPUTES AMONG USERS
We are not a party to any contract between users of the WAGMI Platform
You hereby acknowledge and agree that we are NOT a party to any oral or written agreement, or any other contract entered into between one or more users of the WAGMI Platform in connection with any Services we offer. These terms govern the agreement between WAGMI and you.
No agency or partnership
No agency, partnership, joint venture, or employment is created as a result of these Terms or your use of any part of the WAGMI Platform. You do not have any authority whatsoever to bind us in any respect. Neither we nor any users of the WAGMI Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.
Disputes between users
IF THERE IS A DISPUTE BETWEEN USERS OF THE WAGMI PLATFORM, OR BETWEEN ANY USER OF THE WAGMI PLATFORM AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ANY THIRD PARTY, YOU HEREBY RELEASE US, OUR OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
DISCLAIMER OF WARRANTIES
Transactions using the WAGMI Platform may utilize smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, and inherently risky and may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the relevant blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or Purchased NFTs, or lost opportunities to buy or sell Purchased NFTs.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE AND OUR TECHNOLOGY PROVIDERS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WAGMI PLATFORM, PURCHASED NFTS OR ITEMS OBTAINED THROUGH YOUR USE OF THE WAGMI PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICE LINKED TO IT. FURTHER, WAGMI IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OR SOFTWARE (E.G., SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE PURCHASED NFTS.
YOUR ACCESS TO AND USE OF THE WAGMI PLATFORM, ITS CONTENT, AND ANY SERVICES, PURCHASED NFTS OR ITEMS OBTAINED THROUGH YOUR USE OF THE WAGMI PLATFORM IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE WAGMI PLATFORM, THE MATERIALS, ANY SERVICES, PURCHASED NFTS OR OTHER ITEMS OBTAINED THROUGH THE WAGMI PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WAGMI DISCLAIMS ALL RESPONSIBILITY FOR, THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, LEGALITY, SAFETY, OR AVAILABILITY OF THE WAGMI PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER WAGMI NOR ANYONE ASSOCIATED WITH WAGMI REPRESENTS OR WARRANTS THAT THE WAGMI PLATFORM, THE MATERIALS, ANY SERVICES, OR PURCHASED NFTS OR OTHER ITEMS OBTAINED THROUGH THE WAGMI PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, SECURE, TIMELY, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES, MATERIALS, OR ANY PURCHASED NFTS YOU INTERACT WITH USING THE WAGMI PLATFORM, OR THE SERVERS OR, IF RELEVANT, BLOCKCHAIN THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WAGMI PLATFORM OR PURCHASED NFTS OR OTHER ITEMS OBTAINED THROUGH THE WAGMI PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA YOU DISCLOSE ONLINE.
TO THE FULLEST EXTENT PROVIDED BY LAW, WAGMI AND OUR TECHNOLOGY PROVIDERS HEREBY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE WAGMI PLATFORM OR PURCHASED NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE WAGMI PLATFORM OR PURCHASED NFTS.
PURCHASED NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BLOCKCHAIN. ANY TRANSFER OF TITLE OR SALES OF NFTS LINKED TO A BLOCKCHAIN OCCUR ON SUCH BLOCKCHAIN. WE DO NOT GUARANTEE THAT WAGMI CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, YOU AGREE THAT IN NO EVENT WILL WAGMI, ITS AFFILIATES, OR THEIR LICENSORS, TECHNOLOGY PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THESE TERMS, THE WAGMI PLATFORM, PURCHASED NFTS, OR ANY THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WAGMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE WAGMI PLATFORM, PURCHASED NFTS AND/OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF WAGMI ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE WAGMI PLATFORM AND/OR PURCHASED NFTS EXCEED THE GREATER OF (A) $1000 OR (B) THE AMOUNT RECEIVED BY WAGMI FROM THE SALE OF PURCHASED NFTS THAT ARE THE SUBJECT OF THE CLAIM.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE WAGMI PLATFORM AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE WAGMI PLATFORM TO YOU WITHOUT THESE LIMITATIONS.
SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM CERTAIN RIGHTS BY AGREEMENT AND NOTHING IN THESE TERMS PURPORTS TO MODIFY OR EXCLUDE ANY SUCH STATUTORY RIGHTS WHICH CANNOT BE DISCLAIMED OR LIMITED. ANY AND ALL OTHER WARRANTIES WHICH ARE NOT STATUTORY RIGHTS OR EXPRESSLY SET OUT IN THESE TERMS ARE EXCLUDED.
Any contribution by you of feedback, ideas, comments, and suggestions for improvements to the WAGMI Platform (collectively, "Feedback") through any means of communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in the intellectual property rights worldwide to us, without any attribution or compensation to you. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (with the right to sublicense these rights through multiple tiers of sublicensees) to use, distribute, reproduce, modify, translate, publicly perform, and publicly display all Feedback as we may determine in our sole discretion.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER
Please read the following Dispute Resolution and Arbitration; Class Action Waiver provision (this "Provision") carefully. It affects your rights.
Please read this Provision carefully. It provides that all Disputes (as defined below) between you and WAGMI arising out of these Terms shall be resolved by binding arbitration. Arbitration is a form of private dispute resolution and replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).
For purposes of this Provision, "WAGMI" includes WAGMI as defined above, our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, agents, suppliers, vendors, technology providers, parent companies, subsidiaries, affiliates, predecessors, successors, and assigns (and the respective past, present, and future employees, officers, directors, contractors, consultants, equity holders and agents of such parent companies, subsidiaries, affiliates, predecessors, successors and assigns). The term "Dispute" means any dispute, claim, or controversy between you and WAGMI regarding, arising out of or relating to any aspect of your relationship with WAGMI, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as WAGMI’s licensors, technology providers, dealers or vendors) whenever you also assert claims against us in the same proceeding.
YOU AND WAGMI EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first give WAGMI an opportunity to resolve the Dispute. You must commence this process by emailing written notification to WAGMI at [firstname.lastname@example.org]. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If WAGMI does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or WAGMI may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the "Opt-Out Deadline"). You may opt out of this Provision by emailing written notification to WAGMI at [email@example.com]. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with WAGMI through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with WAGMI. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or WAGMI may initiate arbitration proceedings. The American Arbitration Association ("AAA"), www.adr.org, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced or maintained or heard as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.
Because the WAGMI Platform and these Terms concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or WAGMI may initiate arbitration in either Wilmington Delaware or the judicial district that includes your billing address. However, if WAGMI initiates the arbitration in Wilmington, you shall have the right to have the arbitration transferred to the AAA office within the judicial district that includes your billing address.
Payment of Arbitration Fees and Costs – Fees and costs may be awarded as provided pursuant to the AAA rules and applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with WAGMI as provided in the section above titled "Pre-Arbitration Claim Resolution" and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and WAGMI specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the WAGMI Platform can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
No Judge or Jury In Arbitration
Arbitration does not involve a judge or jury. You understand and agree that by entering into these Terms you and WAGMI are each giving up the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and WAGMI might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
You agree that a violation of WAGMI’s intellectual property rights and the provisions of the Terms will cause irreparable injury to WAGMI for which monetary damages would not be an adequate remedy and WAGMI shall be entitled to equitable relief in addition to any remedies it may have under these Terms or at law, without a bond, other security, or proof of damages.
California Resident: Special Rights
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
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable, and the Dispute will be decided by a court.
This Provision shall survive the termination of your service, subscription or agreement with WAGMI or its affiliates. Notwithstanding any provision in these Terms to the contrary, we agree that if WAGMI makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require WAGMI to adhere to the present language in this Provision as of the day you entered into these Terms if a dispute between us arises.
You agree to comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that may apply. In particular, but without limitation, the Services or Purchased NFTs may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to the WAGMI Platform without prior notice to you. The Federal Arbitration Act and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the WAGMI Platform will be heard in the courts located in the State of Delaware. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and WAGMI and supersede all prior or contemporaneous negotiations, discussions or agreements between you and WAGMI about the WAGMI Platform. Any cause of action or claim you may have arising out of or relating to these Terms or the WAGMI Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at firstname.lastname@example.org.