These Terms & Conditions (“Terms”) apply to your purchase, sale, and display of INFLUENCERZ Non-Fungible Tokens (“INFLZs”). These Terms are entered into between you and INFLUENCERZ (“Company,” “we,” or “us”). These Terms expressly incorporate any other documents referenced herein (such as our Privacy Policy and Disclaimer) and govern your access to and use of this site www.influencerz.nft (the “Site”), as well as all content, functionality, and services offered on or through the Site, including the INFLZs.
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND COMPANY CAN BE BROUGHT (SEE SECTION 12 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.
By entering into this Agreement, and/or by purchasing INFLUENCERZ Collectible Trading Card NFTs you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT Participate in the purchase of INFLUENCERZ Collectible Trading Card Series NFTs.
When you connect your cryptocurrency wallet to the Site using a trusted service provider (MetaMask, Wallet Connect, etc.), you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you may not access this Site or purchase these NFTs.
We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.
Review the Terms each time you access the Site to ensure that you understand how the Terms apply to your activities on the Site.
Definitions
“Art” means any art, design, and drawings that may be associated with an NFT that you Own.
“Name and Likeness” means names, nicknames, characters, images, likenesses, and persona of the INFLUENCERZ Collectible Trading Card Series NFTs.
“NFT” means any blockchain-tracked, non-fungible token, such as those conforming to the ERC-1155 standard.
“Licensed Rights” with respect to an NFT means your rights to an NFT that you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“INFLZ NFT” means an NFT for which you successfully purchased.
“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
Connecting Your Cryptocurrency Wallet
When you connect your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet.
Any unauthorized access to your cryptocurrency wallet by third-parties could result in the loss or theft of INFLZs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). We are not responsible for managing and maintaining the security of your cryptocurrency wallet nor for any unauthorized access to or use of your cryptocurrency wallet. If you believe unauthorized or suspicious activity in your cryptocurrency wallet is related to this Site, please contact us immediately.
Terms of Sale
You acknowledge and agree that Company (or, as applicable, its licensors) owns all legal rights, title, and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the INFLZ NFT and Art are limited to those expressly stated in these Terms. Company and its licensors reserve all rights in and to the INFLZ NFT, Name, and Likeness, and Art not expressly granted to you in these Terms. All purchases of NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the NFT, any disruption to the operations of any components of the NFT, or any other reason whatsoever.
By minting an NFT on the Site, you agree that you are submitting a binding offer to purchase an INFLZ. If you are the initial purchaser of a INFLZ token, then all amounts due are to be paid to Company. If you are not the initial purchaser of a INFLZ token, then amounts may be paid to the-then holder of the INFLZ token.
You also acknowledge and agree that Company receives 7.5% of every subsequent sale of an INFLZ token (“Royalty”). For example, if you are the initial purchaser, and you sell a INFLZ token for Ξ 100 to a subsequent purchaser, Ξ 7.5 will automatically be transferred to Company. Company has the right to collect Royalties for INFLZ token sales in perpetuity and may use those funds in any manner Company sees fit.
In addition, when you buy an INFLZ token on this Site, you agree to pay all applicable fees associated with the transaction. Your wallet will display a breakdown of any and all transaction fees prior to your purchase of an INFLZ token. All sales are final. No refunds are permitted.
Users are entirely responsible for the safety and management of their own private Ethereum wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the INFLUENCERZ smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
Taxes
We are not responsible for determining the withholding, sales, use, value-added, transfer, or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that may apply to transactions on this Site.
You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Sales Taxes is your sole responsibility.
Modifications to Terms
You agree and understand that we may modify part or all of this Site or the Terms without notice and that we may update these Terms and any other document incorporated by reference therein at any time.
Privacy
You acknowledge and agree to the collection, use, and disclosure of your Personal Information in accordance with our Privacy Policy, which is incorporated into these Terms.
Disclaimer of Warranties & Limitation of Liability
AS USED HEREIN THE PHRASE “COMPANY” MEANS INFLUENCERZ, THEIR DIRECT AND INDIRECT PRESENT AND FUTURE PARENT, SUBSIDIARY AND AFFILIATE ENTITIES, AND THEIR RESPECTIVE VENDORS, LICENSORS, OFFICERS, DIRECTORS, MEMBERS, AFFILIATES, AGENTS, ATTORNEYS, AND EMPLOYEES. ALL INFLZ NFTs ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, OR FOR ANY FORM OF DIRECT OR INDIRECT DAMAGES, AND/OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION WHATSOEVER RELATED TO ANY NFT, INCLUDING BUT NOT LIMITED TO THE INFLZ NFT, THE NFT PURCHASE, ANY TECHNOLOGY AND/OR PARTIES RELATED TO THE PURCHASE, INCLUDING BUT NOT LIMITED TO BLOCKCHAIN, METAMASK WALLET AND/OR OZONE NETWORKS, INC D/B/A OPENSEA. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF A DISCLAIMING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE TOTAL SUM PAID DIRECTLY BY YOU TO COMPANY FOR THE APPLICABLE INFLZ NFT. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Assumption of Risk
You agree as follows: (A) To the extent there is a price or market for a blockchain asset, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, such as INFLZ NFTs, and there is no guarantee INFLZ NFTs will have or retain any value; (B) there are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet”, and Company will not be responsible for any of these, however caused; (C) Company does not make any promises or guarantees about the availability of the INFLZ NFT or the Art on the Internet or that they will host the INFLZ NFT or the Art at any specific location and/or for any specific period of time; (D) upgrades to the Ethereum platform, a hard fork in the Ethereum platform, a failure or cessation of Ethereum, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation INFLZ NFTs; (E) Company does not make any promises or guarantees related to MetaMask Wallet, Ozone Networks, Inc. d/b/a OpenSea, Blockchain or any other third parties related to the sale and purchase of the INFLUENCERZ Collectibe Trading Cards NFTs and each of their applications and/or services, including but not limited to the continued availability of either and/or the protection and/or storage of any data you provide to those parties (F) NFTs are made available solely for entertainment purposes; and (G) Company is not responsible for any transaction between you and a third party (e.g., your transfer of a INFLZ NFT from a third party on the so-called “secondary market”), and Company shall have no liability in connection with any such transaction.
Governing Law
These Terms and all matters related to them and/or any INFLZ NFT shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, as they are applied to agreements entered into and to be performed entirely within Florida and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. Any action related to these Terms and/or any INFLZ NFT shall be brought in the appropriate state or federal court located in Miami-Dade County, Florida; and you irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Miami-Dade County, Florida for the adjudication of all claims.
Eligibility
(a) Participation in the purchase of INFLUENCERZ Collectible Trading Card Series NFTs is open only to individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. It is not available to Users who have had their User privileges temporarily or permanently deactivated. You may not allow other persons to use your User credentials, and you agree that you are the sole authorized user. (b) By becoming a User, you represent and warrant that you are at least 18 years old.
Indemnity
You will defend, indemnify, and hold Company, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your purchase, sale or possession of the NFT, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit in the course of the auction, communications seeking Company consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the auction or the NFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Dispute Resolution, Arbitration Agreement and Class Action Waiver
(a) Agreement to Binding Arbitration Between You and Company.
YOU AND MRM MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Company ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Company, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.
Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND COMPANY. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to the INFLUENCERZ Collectible Trading Card Series NFTs, this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Company, any city, county, state or federal trade secrets, unfair competition, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND COMPANY ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
(b) Prohibition of Class Actions and Non-Individualized Relief.
YOU UNDERSTAND AND AGREE THAT YOU AND COMPANY MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND COMPANY BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST COMPANY, WHICH ARE ADDRESSED SEPARATELY IN other SECTIONs.
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.
(c) Rules Governing the Arbitration.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of a representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.
As part of the arbitration, both you and Company will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
The case shall be heard by one arbitrator, who shall be an executive with a company in the entertainment event production industry. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(d) Arbitration Fees and Awards.
The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modification: The arbitrator in his award shall allocate all arbitration fees in his sole discretion and shall have the power to charge reasonable attorney fees of the successful party to the losing party.
(e) Location and Manner of Arbitration.
Unless you and Company agree otherwise, any arbitration hearings between Company and a User will take place in the county of your billing address. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.
(f) Exceptions to Arbitration.
This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction. Where these claims are brought in a court of competent jurisdiction, Company will not require arbitration of those claims. Company agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement, or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.
Nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.
(g) Severability.
In addition to the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.
(h) Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, you and Company may agree to first attempt to negotiate any dispute, claim, or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Company. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties.
Contact
If you have any questions or concerns, including if you need to access these Terms in an alternative format, contact us via e-mail at hello@influencerz.io