BY USING THE PLATFORM AND SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES.
You agree not to gain unauthorized access to the Platform or Services, or any account, computer system or network connected to the Platform or otherwise, for example, through hacking, password mining or any other illicit means.
Any breach of these Term immediately terminates your right to access and use the Platform and Services and all rights and licenses granted to you by these Terms.
1. Linking Your Digital Wallet
(a) You do not have to create an account in order to use or access the Platform. However, in order to access certain Services, including purchasing Stoner Cats NFTs as described below, you will need to link a digital wallet owned by you to our Services. The digital wallets that we support are listed on our Website. We do not own or control any of the digital wallets that we support, and our support of a specific digital wallet should not be interpreted as our endorsement or guarantee of the functionality of that digital wallet. Your use of the digital wallet you choose to use is at your own risk and subject to the terms and conditions of that digital wallet. You can find information regarding how to connect your digital wallet to our Services here <link to FAQ>.
(b) You are responsible for all use of your digital wallet and for any actions that take place using your digital wallet, whether by you or by another person. You are solely responsible for keeping your digital wallet private key confidential and secure.
2. Stoner Cats NFTs
(a) You may purchase, sell, and transfer a non-fungible token (“NFT”) through our Platform that links to and identifies a unique Stoner Cats digital artwork (each, a “Stoner Cat,” and each such NFT, a “Stoner Cats NFT”). A Stoner Cats NFT identifies the Stoner Cat with which it is associated through a pointer or hash in the Stoner Cats NFT metadata. We will not mint multiple NFTs of the specific Stoner Cat digital artwork you purchased, but we may mint NFTs of different variations of your Stoner Cat digital artwork (e.g., different poses).
(b) Each Stoner Cats NFT may be used to unlock and access original digital content we provide, including episodes of an animated series (collectively, the “Digital Content”). You can find details regarding how to gain access to the Digital Content with your Stoner Cats NFT here <link to FAQ>.
(c) The Stoner Cats NFTs are minted through a smart contract on the Ethereum blockchain. A blockchain is a distributed digital ledger of transactions maintained by a distributed peer-to-peer computer network that cryptographically validates transactions and records such transactions on the ledger. Stoner Cats NFTs are recorded on the Ethereum blockchain, and we use smart contracts to allow you to send and receive Stoner Cats NFTs. You acknowledge and agree that certain information, including your digital wallet address and the transactions you conduct through that digital wallet address, may be publicly available and viewable on the Ethereum blockchain. Your Stoner Cats NFT can be transferred on the Ethereum blockchain (or another blockchain as technology permits) from one digital wallet address to another digital wallet address.
(d) Each Stoner Cats NFT will include metadata with information about that specific Stoner Cats NFT, including, but not limited to, title, description, image URL, and any attributes we might include.
3. Purchasing and Selling Your Stoner Cats NFT
(a) At selected times determined by us, we will make Stoner Cats NFTs available for purchase through our Platform. The price for each Stoner Cats NFT will be designated in the Ether cryptocurrency ("ETH") and determined by us. We cannot guarantee that Stoner Cats NFTs will be available for purchase at the time you seek to purchase one. We reserve the right to modify the types, prices and number of Stoner Cats NFTs available at our discretion.
(b) Each Stoner Cat is unique and you acknowledge and agree that when you purchase a Stoner Cats NFT you will not know which Stoner Cat will be associated with that NFT. Stoner Cats NFTs are minted directly into the digital wallet you have connected to our Service and through which you made your payment in the Ether cryptocurrency. We never hold custody nor take ownership or possession of a Stoner Cats NFT. You acknowledge and agree that if you decide to purchase a Stoner Cats NFT outside of our Platform, such purchases will be entirely at your sole risk.
(c) You are responsible for ensuring your digital wallet address has a sufficient amount of the Ether cryptocurrency to cover your purchase as well as any gas fees as described in Section 4.
(a) You are permitted to sell, trade, or distribute your Stoner Cats NFT on any smart contract enabled secondary marketplaces, platforms and exchanges operated by third parties where users can sell, purchase, transfer, list for auction and bid on NFTs (“Secondary Marketplaces”). Note that Stoner Cats NFTs may not be compatible with all Secondary Marketplaces, and we make no guarantee about the availability or functionality of any Secondary Marketplace.
(b) These Terms only relate to your use of the Services, and do not relate to any other website or Internet-based services, including Secondary Marketplaces or other websites or browser extensions to which the Services may link (“Third-Party Sites”). References or links to any Third-Party Site are provided for your convenience and information only, for example, to make it convenient for you to trade your Stoner Cats NFT. Such links should not be interpreted as endorsements by us of any Third-Party Site. When you click such link, we may not warn you that you have left our Services and are subject to the terms and conditions and privacy policies of a Third-Party Site. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, advertising, products, services, information or other materials on Third-Party Sites.
(c) You acknowledge and agree that we are not a party to any agreement or transaction where you trade on any Secondary Marketplace a Stoner Cats NFT which was initially purchased via our Service, whether or not a commission or fee is received by us as a consequence of the transaction. We are not liable for any loss incurred by you in connection with any transaction that takes place on Secondary Marketplaces or on any other third-party sites or services.
5. Payment, Gas Fees and Taxes
(a) Any payments made to us via the Platform will be effectuated through the Ethereum blockchain. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions on the Ethereum blockchain. You acknowledge that Stoner Cats has no liability to you or to any third party for any claims or damages that may arise as a result of your payment not reaching us, including, but not limited to, instances where your payment was not properly processed on the Ethereum blockchain. It is solely your responsibility to confirm that your payment for a Stoner Cats NFT has been accepted. We do not provide refunds for any purchases that you might make on or through the Platform.
(b) Every transaction on the Ethereum blockchain requires the payment of a transaction fee known as a “Gas Fee”. This means that you are required to pay a Gas Fee for each purchase of a Stoner Cats NFT via the Platform. If you seek to transfer your Stoner Cats NFT via a secondary marketplace you may also incur Gas Fees or other transaction costs. Gas Fees are paid to the network of computers that operate the Ethereum blockchain and are not paid to Stoner Cats. Note that Gas Fees often fluctuate based on a number of factors.
(c) You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other governmental authority associated with your use of the Platform (collectively, the “Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign or other), including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments (including Gas Fees) made to us pursuant to these Terms.
(d) If you sell your Stoner Cats NFT via a secondary marketplace, such transaction is subject to a transaction fee determined by us (“Transaction Fee”) which may be automatically deducted. All Transaction Fees are applied to the final sale price of the Stoner Cats NFT and are collected and distributed to us at the time of sale through smart contracts on the Ethereum blockchain.
6. Ownership and Intellectual Property
(a) The Platform and Services, including any Stoner Cat, Digital Content media, web applications, mobile applications, software, materials, design, text, images, photographs, illustrations, animation, audio and video material, content, media files, artwork, graphic material, databases, proprietary information, sound recordings, voices, graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all intellectual property rights therein (all of the foregoing, individually and collectively, the “Content”), are the property of Stoner Cats and/or where applicable, its licensors or suppliers. You are hereby granted a limited license (without the right to sublicense) to access and use the Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Nothing in these Terms shall be interpreted as granting any license of intellectual property rights to you other than as explicitly set forth in these Terms.
(b) Your purchase of a Stoner Cats NFT means you have full ownership rights in the Stoner Cats NFT, including the right to store, sell and transfer your NFT. However, you acknowledge and agree that your purchase of the Stoner Cats NFT does not provide any rights, express or implied, in (including, without limitation, any copyrights or other intellectual property rights in or to) the Stoner Cat associated with the NFT other than a limited license to use, copy, view, and display such Stoner Cat, and a limited license to view and display any associated Digital Content, for your own personal, non-commercial use and in connection with a proposed sale or transfer of the Stoner Cats NFT. For the avoidance of doubt, you do not have the right to distribute, or otherwise commercialize your Stoner Cat or any Digital Content without our explicit prior written authorization. This means, for example, that you cannot post any Digital Content on any platform or service where it will be accessible by others. Your rights and interest in your Stoner Cats NFT, its associated Stoner Cat, and any Digital Content provided by these Terms will immediately terminate upon any subsequent sale, transfer, dispossession, burning, or other relinquishment of your Stoner Cats NFT.
(c) Any use of the Content other than as expressly authorized herein, without the prior explicit written permission of Stoner Cats, is strictly prohibited and shall immediately terminate your right to access and use the Services and all rights and licenses granted to you by these Terms. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes.
(d) The trademarks, service marks, trade names and logos, including STONER CATS, and any third-party marks used and displayed through the Services are trademarks of Stoner Cats, its licensors, affiliates or sponsors, and may not be used by you other than to describe your Stoner Cats NFT.
(e) The animations, music, page headers, custom graphics, button icons, style sheets and scripts that contribute to the “look and feel” of the Platform and Services are service marks, trademarks and/or trade dress of Stoner Cats and may not be copied, imitated or used, in whole or in part, in connection with any product or service that is not expressly authorized by Stoner Cats in writing, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Stoner Cats.
(f) You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including, without limitation, about how to improve the Platform or Services through the email address provided at the end of these Terms (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
(g) You agree not to circumvent, disable or otherwise interfere with security-related features of the Platform that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content. By accessing our Platform, you agree not to use any data mining, robots, scraping or similar data gathering or extraction methods.
(a) You acknowledge and agree that there are risks associated with purchasing, holding, and using your Stoner Cats NFT. By purchasing, holding and using a Stoner Cats bruteforcing, changes to the protocol rules of the Ethereum blockchain (i.e., “forks”), or other means of attack that affect, in any way, the Stoner Cats NFTs or the Digital Content (the foregoing, collectively, "Platform Risks"). If you have any questions regarding these risks, please contact us at the email address provided at the end of these Terms. , you expressly acknowledge and assume all risks including, but not limited to: forgotten passwords; inability to access or use your digital wallet for any reason; mistyped addresses or improperly constructed instructions when transmitting or receiving Stoner Cat NFTs or any cryptocurrency; errors in the smart contract that mints Stoner Cats NFTs; errors in the Stoner Cats NFTs; errors in our Platform or Services; inability to access or transfer a Stoner Cats NFT; inability to use, access, copy, or display the Stoner Cat or any Digital Content; blockchain malfunctions or other technical errors; server failure or data loss; telecommunications failures; unfavorable regulatory determinations or actions (including with respect to NFTs or cryptocurrencies); taxation of NFTs or cryptocurrencies; uninsured losses; unanticipated risks; volatility risks in the value of Stoner Cats NFTs and cryptocurrencies; cybersecurity attacks; weaknesses in Stoner Cats’ security; personal information disclosure; unauthorized access to applications; unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code; and the use of phishing, sybil attacks, 51% attacks,
(b) You acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of, blockchain technology, NFTs, digital assets, digital wallets, and cryptocurrencies to understand these Terms and to appreciate the risks and implications of purchasing a Stoner Cats NFT.
(c) You acknowledge that we do not provide any application or other service to receive, access, view, or display your Stoner Cat or any Digital Content, and do not guarantee you will be able to do so. It is your responsibility to procure a digital wallet or other means to allow for you to access or view your Stoner Cat and the Digital Content, and to store the requisite private key(s) or other credentials necessary to access your digital wallet or other technologies. You acknowledge that the risk of acquiring a Stoner Cats NFT from us; holding and using the Stoner Cats NFT; and transferring your Stoner Cats NFT to others rests entirely with you. If your private key(s) or other access credentials are lost, you may lose access to your Stoner Cats NFT. We are not responsible for any such losses, including, but not limited to, losses arising from third-party service providers.
(d) You acknowledge and represent that there is substantial uncertainty as to the characterization of NFTs and other digital assets under applicable law. You acknowledge that your purchase of a Stoner Cats NFT complies with applicable laws and regulation in your jurisdiction.
(e) We are not responsible if your Stoner Cat or any Digital Content becomes inaccessible to you for any reason, or for any modifications or changes to your Stoner Cat or any Digital Content including any deletion, removal, or inaccessibility on our Platform or otherwise. You acknowledge that the Stoner Cat graphical image can be copied and distributed and that we cannot guarantee that additional copies of the Stoner Cat associated with your Stoner Cats NFT will not be created by others. You also acknowledge and agree that we or any third party on our behalf could make additional copies of, and distribute, the Stoner Cat associated with your Stoner Cats NFT, and could sell or otherwise assign the copyright or other intellectual property rights or economic rights in such Stoner Cat.
(f) You also acknowledge and agree that:
(i) The prices of blockchain assets are extremely volatile, subjective and have noninherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the Stoner Cats NFTs, which may also be subject to significant price volatility. In addition, a lack of use or public interest in NFTs could negatively impact the potential utility or value of your Stoner Cats NFT. Each Stoner Cats NFT has no inherent or intrinsic value. We cannot guarantee that any purchasers of Stoner Cats NFTs will retain their original value, as their value is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular Stoner Cats NFT.
(ii) Our Services do not store, send, or receive Stoner Cats NFTs. Your Stoner Cats NFTs exist only by virtue of the ownership record maintained on the Ethereum blockchain. Any transfer of Stoner Cats NFTs occurs within the Ethereum blockchain and not on the Service or Platform.
(iii) There are risks associated with using an Internet-based currency, 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 digital wallet.
(iv) The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform or Services, and therefore the potential utility or value of your Stoner Cats NFTs.
(v) Upgrades to the Ethereum blockchain, a hard fork in the Ethereum blockchain, or a change in how transactions are confirmed on the Ethereum blockchain may have unintended, adverse effects on all blockchains using the Ethereum blockchain’s NFT standard, including the Platform.
(a) You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify any Stoner Cat or Digital Content in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use any Stoner Cat or Digital Content to advertise, market, or sell any third-party product or service; (c) use any Stoner Cat or Digital Content 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) use any Stoner Cat or Digital Content in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in these Terms or solely for your own personal, non-commercial use; (e) 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 any Stoner Cat or Digital Content; (f) attempt to trademark, copyright, or otherwise acquire intellectual property rights in or to any Stoner Cat or Digital Content; or (g) otherwise utilize any Stoner Cat or Digital Content for your or any third party’s commercial benefit.
9. Your Warranties
(a) You agree that you are responsible for your own conduct while accessing or using the Platform and Services, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You warrant and agree that your use of the Platform and Services will not (and will not allow any third party to), in any manner, involve:
(i) sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content; (ii) the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) uploading, posting, transmitting or otherwise making available through the Platform or Services any content that infringes the intellectual proprietary rights of any party; (iv) using the Platform or Services to violate the legal rights (such as rights of privacy and publicity) of others; (v) engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering); (vi) interfering with other users’ enjoyment of the Platform or Services; (vii) exploiting the Platform or Services for any unauthorized commercial purpose; (viii) modifying, adapting, translating, or reverse engineering any portion of the Platform or Services; (ix) removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or Services or any part of it; or reformatting or framing any portion of the Platform or Services; (x) displaying any content on the Platform or through the Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights; (xi) using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or Services, or to collect information about its users for any unauthorized purpose; (xii) accessing or using the Platform or Services for the purpose of creating a product or service that is competitive with any of our products or services; (xiii) abusing, harassing, or threatening another user of the Platform or Services or any of our authorized representatives; (xiv) using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or Services or any of our authorized representatives; (xv) impersonating another person (via the use of an email address or otherwise); or (xvi) acquiring Stoner Cats NFTs through inappropriate or illegal means.
10. Digital Millennium Copyright Act Take-Down Procedures
(a) We respect the intellectual property of others, and we ask you to do the same. Accordingly, Stoner Cats has adopted the following policy. If you or any user of the Platform or Services believes its copyrights have been infringed, the copyright owner (“Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
(i) A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
(ii) Identification of the copyrights claimed to have been infringed;
(iii) Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
(iv) Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s copyrights that is to be removed and information reasonably sufficient to permit us to locate such materials;
(v) A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
(vi) A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed. Pursuant to the Digital Millennium Copyright Act of 1976 (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be reached as indicated below.
Stoner Cats 2, LLC
200 Park Ave South, 8th Floor
New York, NY 10003
(b) Once notice is received, we will act expeditiously to review and if necessary to remove content on the Platform that infringes the copyrights of others and may disable the access to the Platform and its Services of anyone who uses them to repeatedly infringe the copyrights of others. We are not liable for any such removal and the claims of the Complaining Party may be referred to the United States Copyright Office for adjudication as provided in the DMCA.
11. General Disclaimers
(a) STONER CATS MAKES NO WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE STONER CATS NFTS, THE STONER CATS OR DIGITAL CONTENT, OR THE PLATFORM OR SERVICES, INCLUDING ANY WARRANTIES WITH RESPECT TO TITLE, NON-INFRINGEMENT, TECHNICAL OPERATION OR PERFORMANCE, DESCRIPTION, QUALITY (INCLUDING A STONER CAT'S DIGITAL DISPLAY), CONDITION, ATTRIBUTION, AUTHENTICITY, SCARCITY, IMPORTANCE, MEDIUM, PROVENANCE, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS SPECIFICALLY DISCLAIMED. EACH STONER CATS NFT AND EACH STONER CAT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS IS REQUIRED BY LOCAL LAW, ANY WARRANTY OF ANY KIND IS EXCLUDED BY THIS SECTION 11(b).
(c) We are not responsible to you for any reason (whether for breaching these Terms or any other matter relating to your purchase of any Stoner Cats NFT) other than in the event of fraud or fraudulent misrepresentation by us or other than as expressly set out in these Terms. We have no responsibility to any person other than a purchaser in connection with the purchase of any Stoner Cats NFT on this Platform.
(d) Neither we nor you will be responsible for any failure to meet any obligation which we or you have under these Terms which is caused by circumstances beyond our or your reasonable control. This includes, but is not limited to fire, flood, natural disasters, armed conflict, terrorist attack, labor matters, pandemic, technology or telecommunications failures, cyberattacks, or any unauthorized third-party activities.
(e) We will not be responsible or liable to you or any other party for errors or failures to execute any purchase of your Stoner Cats NFT, including, without limitation, errors or failures caused by: (i) your failure to follow our instructions; (ii) any loss of connection to our Platform or Services unless caused by our gross negligence; (iii) a failure of any software or device used by you to purchase your Stoner Cats NFT; or (iv) for any other failure to execute your Stoner Cats NFT purchase or for errors or omissions in connection with this activity unless caused by our gross negligence.
(f) Stoner Cats makes no representation that Stoner Cat NFTs or any Services are legal or appropriate for use outside of the United States or that Stoner Cat NFTs or any Services may be exported from the United States or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the United States from which you may access the Platform.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT WILL STONER CATS BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION); AND (II) ANY DAMAGES ARISING FROM ANY PLATFORM RISKS AS SET FORTH IN SECTION 7, ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF STONER CAT NFTS OR CRYPTOCURRENCIES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF STONER CATS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
(b) IN NO EVENT WILL THE AGGREGATE LIABILITY OF STONER CATS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE OWNERSHIP OF THE STONER CATS NFTS, EXCEED THE AMOUNT OF THE INITIAL SALE ON OUR PLATFORM OF THE STONER CATS NFT THAT IS THE SUBJECT OF THE CLAIM.
(c) THE LIMITATIONS SET FORTH IN THIS SECTION 12 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF STONER CATS.
(a) To the maximum extent permitted by applicable law, you hereby release and waive all claims against Stoner Cats and its affiliates, licensors, suppliers and sponsors, and each of their respective directors, officers, agents, contractors, partners, advisors, employees, licensors, content creators, voiceover talent, and suppliers from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with your use of the Platform or Services or purchase of a Stoner Cats NFT.
(b) To the extent that you do have any claims against Stoner Cats, you agree that: (1) any and all disputes, claims and causes of action against Stoner Cats arising out of or connected with your use of the Platform or Services shall be resolved individually, without resort to any form of class action; and (2) any and all claims, judgments and awards shall be limited to actual damages and out-of-pocket costs incurred, but shall in no event include attorneys’ fees.
(a) You agree to indemnify and hold Stoner Cats, its affiliates, licensors, suppliers and sponsors, and each of their directors, officers, employees and agents harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of your breach of these terms; your violation of laws, rules or regulations; your violation of any intellectual property right or other rights of another party; or your misuse of the Platform or Services. The foregoing defense and indemnification obligation will survive these Terms and your use of the Services or purchase of a Stoner Cats NFT. You acknowledge and agree that Stoner Cats may, at its option, control the defense or settlement of any such claims.
(a) We reserve the right, in our sole and exclusive discretion, to refuse, suspend, restrict or terminate your access to the Platform or Services, or any portion thereof, without notice and for any reason or no reason. You acknowledge that we have the right, but not the obligation, to suspend or terminate your access to all or part of the Platform or Services: at the request of law enforcement or other government agencies; if the Platform or Services are discontinued or materially modified; upon the occurrence of any technical or security issues or problems; if you engage in any conduct that we believe, in our sole and exclusive discretion, violates any provision of these Terms or other incorporated agreements or guidelines or violates the rights of Stoner Cats or third parties; or upon any breach by you of these Terms.
16. Disputes; Governing Law; Choice Of Forum
(a) YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
(b) Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein. The number of arbitrators shall be one who shall be selected by Stoner Cats. The seat, or legal place, of arbitration shall be Los Angeles, California. The language to be used in the arbitral proceedings shall be English. The governing law of the Terms shall be the substantive laws of the State of New York, applicable to contracts made, executed and wholly performed in that State. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitral proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. You and Stoner Cats shall be responsible for their respective attorneys' fees and expenses.
(c) Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or will be forever barred.
(a) If any provision of these Terms is found to be invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
(c) No waiver by Stoner Cats of any breach or default by you under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default. Any waiver by Stoner Cats must be in writing signed by Stoner Cats.
(d) These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Stoner Cats. These Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. No provision of these Terms provides any person or entity not a party to these Terms with any remedy, claim, liability, reimbursement or cause of action, or creates any other third-party beneficiary rights.
Thank you for using our Platform and Services. If you have any questions regarding these Terms, the Platform, or the Services, please contact us by email at firstname.lastname@example.org.