Effective: July 26th, 2021
Welcome to the Riite website. Thank you for choosing to be part of our community at PwrSet, Inc., a company organized under the laws of Delaware which owns and operates Riite (“PwrSet”, “Riite”, “we”, “us”, “our”). These Terms of Service (the “Terms”) govern your access to and use of the Riite website and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs located at any of Riite’s websites, including without limitation, successor website(s) or application(s) thereto (collectively “the Platform”), including without limitation, participation in our contests, creation of artwork, voting on the Works (as defined below), and all our online and/or mobile services, and software provided on or in connection with the activities on the Platform.
LEGALLY BINDING AGREEMENT
By using the Platform, you acknowledge and agree that these Terms are a legally binding agreement between creators of Works (“Creators”) on the Platform, participants in the contests organized by PwrSet (“Participants”), individuals who sponsor or endorse contests/galleries (“Influencers”) and all other persons who use or access the Riite website and/or mobile & web applications (collectively called “Users”, “you”) and PwrSet, Inc. and these Terms govern the use of the Platform.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF OUR WEBSITE AND THE PLATFORM. BY ACCESSING OR USING THE WEBSITE AND OUR SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING, USING, OR TRANSACTING ON THE SITE OR PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT PWRSET IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.
PLEASE NOTE THAT THE TERMS INCLUDE AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY.
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you should not access or use the Service.
HOW RIITE WORKS
Riite is a blockchain-powered platform for video and image voting contests. The Platform allows Creators to upload original videos and images (“Work(s)”) as entries into the contest’s “gallery” on a first-come-first-served basis. Participants vote for their preferred entry in the contest and the winning entry is minted into a non-fungible token (“NFT”) by PwrSet. Creators, PwrSet and Participants share a fractional ownership interest in the winning entry. We call this our “swipe-to-own” model. This model gives the Participants a right to receive proceeds from an eventual sale of the NFTs and democratizes NFT ownership. The process is further detailed below.
PwrSet creates a voting contest on the Platform
We facilitate the organization of themed voting contests by the Creators on the Platform to which Creators can submit their Works. The contests are organized by the Creators in accordance with applicable federal and state laws. We refer to these contests as “galleries”. A gallery may also be endorsed by influencers/sponsors. Any endorsement will be made in accordance with applicable federal and state laws. PwrSet has no direct impact on sponsors/influencers. The number of entries per contest/gallery would be determined solely at PwrSet’s discretion before the beginning of any contest and would be communicated to Creators and Participants. Creators submit their Work on a first-come-first-served basis until the gallery is completed. At the moment determined by PwrSet, the gallery (and its contents) are published and viewable for voting by the platform users. Upvotes are right-swipe. The number of upvotes allowed to Users per gallery is determined by PwrSet solely. PwrSet shall also set a time period after which the gallery would expire and voting can no longer be done. This lifetime (and time remaining) will be visible to the Platform users. Once the gallery expires, we announce the entry with the highest number of upvotes as the winning entry.
Winning entry is minted into an NFT
When the winning entry is announced, PwrSet may mint an NFT of the winning entry on the Ethereum blockchain using a third-party NFT-minting service, such as OpenSea or Mintable with the relevant transaction costs of minting the entry into an NFT being borne by PwrSet or, at PwrSet’s discretion, as a deductible from the proceeds of the sale of the NFT. The procedure and requirements for minting of the NFT would generally be subject to the terms of the platform on which the NFT is minted.
PwrSet creates and allocates ownership tokens
PwrSet then creates a set of identical, fungible ownership tokens corresponding to the gallery on the Bitcoin Cash Simple Ledger Protocol (BCH-SLP) blockchain and distributes these tokens to the BCH wallets of its users. Users should note that they are required to maintain a BCH wallet in order to receive their respective ownership tokens. The fractional ownership of the NFT (“NFT Proceeds Ownership”), represented through the ownership tokens will be as follows:
(i) 60% ownership to the winning Creator;
(ii) 20% ownership to PwrSet;
(iii) 10% ownership to Participants who voted for the winning entry (split pro rata according to the number of Participants); and
(iv)10% ownership to other Creators who participated in the contest for the specific gallery, but did not win (split pro rata according to the number of Creators, excluding the winning Creator).
Influencers are not entitled to a share in the ownership tokens. However, PwrSet may allocate part of its 20% share of the ownership to Influencers for sponsoring a contest/gallery, on a case-by-case basis
All parties acknowledge that the NFT Proceeds Ownership percentages are subject to change at PwrSet’s sole discretion, provided that the NFT Proceeds Ownership percentages shall have been determined at the beginning of a gallery. Each ownership token represents a claim to an equivalent fraction of the proceeds from the ultimate sale of the NFT. Upon the sale of the NFT, PwrSet will honor this claim. PwrSet does not facilitate or participate in any markets for the ownership tokens and shall not be responsible for any trade, or sale of these ownership tokens, whether or not on any decentralized exchange such as 1bch.com or any barter between Participants.
Sale of the NFT
The NFT may be listed for sale following an agreement between the winning Creator and PwrSet on OpenSea or Mintable or any other platform determined by PwrSet, with mutually agreeable sale parameters (i.e., auction format, length of bidding, compulsion to sell, bearer of sale-related gas costs, etc.). PwrSet would be listed as the nominal owner of the NFT on the third-party platform, given that the technology supporting the sale of NFTs does not currently allow for multiple owners. The procedure and requirements for sale of the NFT is subject to the terms of the platform on which the NFT is sold and in no way shall PwrSet be responsible for maintaining the NFT.
Distribution of proceeds from NFT Sale
When the NFT is sold, the proceeds of this sale (in ETH) will be recorded, converted to BCH at a competitive market rate, and distributed to all ownership token holders in proportion to token-holdings. Users should note that the proceeds of the sale are also subject to the applicable third-party platform’s terms on allocation of proceeds from sale on their platforms and as such, it is the net proceeds from the sale that would be distributed according to the ownership tokens. PwrSet Users will be notified (or able to determine, through Platform status change) that this distribution has occurred. At this point, the ownership tokens will no longer represent claims to any future proceeds and PwrSet shall have no further responsibility towards the Users for such ownership tokens. In the event that the NFT remains unsold, PwrSet shall have no obligation towards the Users for the applicable ownership tokens.
ACCOUNT CREATION AND SECURITY
Creating an Account
In order to access the Platform and use our services as a User, whether as a Creator or Participant, you need to create an account for the Platform. In doing so, you agree that you shall provide accurate, current and complete registration information about yourself or any entity which you represent, and maintain and promptly update your account information as necessary.
PwrSet may require that you provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. PwrSet may also require you to provide additional information and documents in cases where it has reasons to believe that: your account is being used for money laundering or for any other illegal activity; you have concealed or reported false identification information and other details; or your usage of the Platform was in breach of these Terms. In such cases, PwrSet, in its sole discretion, may pause or cancel your account until such additional information and documents are reviewed by us and accepted as satisfying the requirements of applicable law.
Responsibility for your Account Security
You are solely responsible for the security of your account. You agree to undertake to maintain at all times adequate security and control of all of your account details, passwords, wallets, personal identification numbers or any other codes that you use to access the Platform. You must ensure that account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information at email@example.com. You must provide all equipment and software necessary to connect to the Platform and services.
Suspension of Hacked Accounts
We reserve the right to terminate, suspend or restrict your access to any account(s) if there is reasonable suspicion by us that the person logged into your account(s) is not you or if we suspect that the account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall we or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any account(s). You agree that you will not create another account if we’ve terminated, suspended or restricted the one you had unless you have our written permission first; or buy, sell, rent or lease access to your account or username unless you have our written permission first; share your account password with anyone; or log in or try to log in to access the Platform through unauthorized third party applications.
By using the Platform, you affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR. IF WE LEARN THAT SOMEONE UNDER THE RELEVANT AGE SPECIFIED ABOVE IS USING THE PLATFORM, WE WILL TERMINATE THAT USER’S ACCOUNT.
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. Without limitation, you may not, and may not allow any third party to:
- send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, offensive, or otherwise objectionable content;
- undertake any unlawful activity which would violate, or assist in violation of, any law, including applicable U.S. Anti-Money Laundering laws, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
- distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
- impersonate another person (via the use of an email address or otherwise);
- upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party;
- operate to defraud PwrSet, other users, or any other person or provide false, inaccurate or misleading information;
- use the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
- engage in, promote, fund, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering);
- interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent;
- exploit the Platform for any unauthorized commercial purpose;
- modify, adapt, translate, or reverse engineer any portion of the Platform;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
- reformat or frame any portion of the Platform;
- display any content on the Platform 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;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
- create user accounts by automated means or under false or fraudulent pretenses; or
- access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.
INTELLECTUAL PROPERTY RIGHTS AND LICENSES
Ownership of the Platform
PwrSet owns all legal right, title and interest in and to all elements of the Platform, including without limitation the PwrSet logo, designs, graphics, pictures, information, data, software, files, the “look and feel” of the Platform and all other components of the Platform (collectively “PwrSet Content”). The PwrSet Content is the proprietary property of PwrSet or its affiliates, licensors or users, as applicable and is protected by copyright, trademark, patent and other relevant intellectual property rights and applicable domestic and international laws.
The Platform may include software components provided by PwrSet or its affiliates or a third party which are subject to separate license terms. Such separate terms will govern the relevant software components. The PwrSet logo and PwrSet product or service names, logos or slogans that may appear on the Platform are trademarks of PwrSet or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “PwrSet” or any other name, trademark or product or service name of PwrSet or our affiliates without our prior written permission. In addition, the look and feel of the Platform, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of PwrSet and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and PwrSet names or logos mentioned on the Platform are the property of their respective owners and may not be copied, reproduced, imitated or used, in whole or in part, without the permission of the applicable trademark and intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by PwrSet.
You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable and personal license to access and use the Platform; provided, however, that such license is subject to these Terms and does not include any right to – (a) sell, resell or use commercially the Platform or PwrSet Content except as expressly permitted by us, (b) distribute, publicly perform or publicly display any PwrSet Content, (c) modify or otherwise make any derivative uses of the Platform or PwrSet Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Platform or PwrSet Content, except as expressly permitted by us, and (f) use the Platform or PwrSet Content other than for their intended purposes.
You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Platform for non-commercial purposes, provided that such link does not portray PwrSet or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of PwrSet to link to the Platform without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any PwrSet trademark, logo or other proprietary information, including the images found on the Platform, the content of any text or the layout or design of any page, or form contained on a page, on the Platform, without our express written consent.
Ownership of the Works
All intellectual property rights, title and interest in any Work submitted as entries on the Platform, whether or not minted into NFTs, are the original Works of the Creator. Generally, by creating the Works, you have the exclusive intellectual property rights and hence the right to make commercial use of the Works. This means, that you are generally free to market, print, and license the Works. However, you are not permitted to sell identical copies of the Work during the lifetime of a gallery once the Work is submitted for any gallery. You shall not submit identical copies of any Work sold or licensed prior to any submission of such Work for any gallery. Additionally, Creators with a winning entry shall not sell identical copies of such Work after it has been selected as the winning entry. If you sell or otherwise transfer the intellectual property in Work to any third party, such party shall automatically become bound by these terms.
By submitting any Work to the Platform, Creators expressly represent and warrant that the Work is their original creation and they have, or, if not an original creation of such Creator, that they have obtained, all rights, licenses, consents, permissions, power and/or authority to submit the Work and grant PwrSet the necessary license under this Terms. Creators are prohibited from uploading Works consisting of unlicensed or unauthorized copyrighted content, including any graphics, images, designs, audio, video, or other unoriginal content not created by the Creator and not authorized or licensed for use by the Creator, or not on the public domain or otherwise without a valid claim of fair use. Creators can only submit works that they personally created and shall not submit works to which copyright ownership is unknown or disputed, including but not limited to commissioned works of “works made for hire”. As a Creator, you are expected to monitor your art for infringing content to ensure the integrity of the Platform and to protect your reputation. PwrSet reserves the rights to determine the appropriateness of Works submitted to the Platform and to terminate a gallery at any time.
By submitting the Works on the Platform, you grant PwrSet a limited, exclusive, world-wide, transferable and royalty-free license to:
- display the Works on the Platform and enter it into PwrSet contests;
- store the Works on the Platform;
- mint the Works into NFTs on third party websites;
- to allocate and distribute stakes to the NFTs amongst the Creator, Participants and PwrSet;
- list the NFTs based on the Works for sale on third party platforms such as OpenSea;
- distribute the proceeds from the sale of the Works amongst the Creator, Participants and PwrSet according to the proportions stated elsewhere in these Terms; and
- to do all other things as may be necessary or incidental to the provision of the services on the Platform.
Creators also grant Participants a limited license to view the Works, submit votes on the Works on the Platform and receive proceeds of the sale of NFTs based on the Works.
Ownership of the NFTs created from the Works
Ownership of the intellectual property in any Work is different from the ownership of the NFT created based on the Work. Creators do not lose their intellectual property rights over the Works when they are minted into NFTs. However, the ownership of the NFT itself, when sold, is split amongst Creator, Participants and PwrSet in accordance with the NFT Proceeds Ownership percentages determined by PwrSet for such NFT at the start of the applicable gallery. PwrSet creates the NFTs based on the Work on a third-party platform on behalf of itself, the Participants and the Creator. As a part-owner of the proceeds from the NFT, Participants and PwrSet are not permitted to reproduce, distribute copies, publicly perform, display, use or make derivative works of the Work unless as otherwise provided in these Terms. The Creator retains those exclusive rights. PwrSet and Participants, as well as Creator, however, have the right to receive proceeds from the sale of the NFTs created based on the Works, in the proportions of their ownership of the NFTs. This shall be the Participants’ sole rights to the NFT – the right to receive proceeds from the sale of the NFTs created based on the Works, in the proportions of their respective NFT Proceeds Ownership percentages. In the event that Participants decide to sell their ownership tokens which represent their pro rata interest in any proceeds from the sale of an NFT on any BCH platforms, PwrSet does not facilitate or participate in any such markets for the ownership tokens. PwrSet and the Creator have the right to decide whether and when to sell or list the minted NFT for sale on third party platforms such as OpenSea, and the Participants are not involved in this decision.
Third Party Services
The Platform may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left our Service and are subject to the Terms (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications and are not under the control of PwrSet. PwrSet is not responsible for any Third-Party Websites or Third-Party Applications. PwrSet provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Platform, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You acknowledge that in providing our services, including undertaking to mint the Work into an NFT, creation of ownership tokens etc., we would utilize third party services. You agree that in doing so, we are bound by the terms and conditions of such Third-Party Websites including the intellectual property rights stated therein.
You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (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, non-exclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
We reserve the right to remove content without prior notice. We reserve the right to take down Works in response to formal infringement claims and terminate a User’s access to the Platform if the User is determined to be a repeat infringer. PwrSet respects the intellectual property rights of others and will use reasonable efforts to investigate infringement notices and take appropriate action under applicable law, including the Digital Millenium Copyright Act (DMCA) to enforce such rights. If you believe that your content has been copied in a way that constitutes copyright infringement or violates your personal rights, please report this by contacting us at:
Address: 44 Olmsted Rd, Unit 301
Stanford, CA 94305, United States
Formal infringement claims regarding content on the Platform must include – (i) a written communication delivered to the address designated above; (ii) a physical or electronic signature of someone authorized to act on behalf of the copyright owner; (iii) Identification of the copyrighted work(s) allegedly infringed; (iv) Identification of material claimed to be infringing, reasonably sufficient to permit PwrSet to locate the material; (v) information reasonably sufficient to permit PwrSet to contact the complaining party. This can be an address, phone number, email address, or other suitable method of contact; (vi) 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, its agent or the law”; and (vii) a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner.
All Users expressly agree to cooperate and timely respond to PwrSet’s investigations, requests, and inquiries related to DMCA disputes or allegations of infringement. Creators expressly agree to refund PwrSet the entire portion of the proceeds received from a sale of an NFT based a Work submitted by that Creator that was subsequently removed from the Platform due to an effective infringement claim and reimburse PwrSet for all expenses incurred by PwrSet as a result of submitting such Work.
California Consumer Rights Notice.
Under California Civil Code Section 1789.3, California Users of the Platform receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at the contact information set forth at https://www.dca.ca.gov/about_dca/contactus.shtml.
Users of the Platform who are California residents and are under 18 years of age may request and obtain removal of content they posted by contacting us at: firstname.lastname@example.org. All requests must be labeled “California Removal Request” on the email subject line. All requests must provide a description of the content you want removed and information reasonably sufficient to permit us to locate that content. We do not accept California Removal Requests via postal mail, telephone or facsimile. We are not responsible for notices that are not labeled or sent properly, and we may not be able to respond if you do not provide adequate information.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY PWRSET, THE PLATFORM, CONTENT CONTAINED THEREIN, AND PROCEEDS FROM NFTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PWRSET AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
PwrSet Makes No Representations or Warranties
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PWRSET AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE PLATFORM OR ABOUT PRODUCTS, THE VALUE OR TITLE OF THE WORKS, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. PWRSET AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF WORKS OR CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE PLATFORM; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.THE PROCEEDS FROM THE SALE OF ANY NFT ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT PWRSET AND ITS AFFILIATES CAN EFFECT A SALE OF ANY NFT OR THE TRANSFER OF TITLE OR RIGHT IN ANY PROCEEDS FROM SUCH SALE.
Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, PWRSET AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, BUSINESS OR ANTICIPATED SAVINGS, REVENUES, OR DATA, LOSS OF USE, LOSS OF GOODWILL, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF PWRSET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM, PRODUCTS 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. PWRSET AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PWRSET AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF (A) $100 OR (B) TOTAL AMOUNT YOU RECEIVED OR ARE TO RECEIVE IN PAYMENT FROM THE SALE OF THE NFT(S) THAT ARE THE SUBJECT OF THE CLAIM.
Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this part. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.
Assumption of the Risk
- User Acknowledges the Risk of Cryptocurrency
YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS, NON-FUNGIBLE TOKENS, THE ETHEREUM BLOCKCHAIN, BITCOIN CASH SIMPLE LEDGER PROTOCOL, ETC.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF THE USE OF THE ETHEREUM NETWORK AND THE BITCOIN CASH SIMPLE LEDGER PROTOCOL, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) NEW REGULATIONS OR POLICIES; OR (E) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, ETHEREUM OR BITCOIN CASH NETWORK, THE METAMASK ELECTRONIC WALLET OR ETHEREUM OR BITCOIN CASH COMPATIBLE BROWSER OR WALLET.
- User Acknowledges the Risks of the Platform
You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by PwrSet in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability, whatsoever, for any damage or interruptions caused by any viruses that may affect your computer or other equipment, or any phishing, spoofing or other attack or any unauthorized access to information stored within your wallet.
- User Acknowledges Financial Risk of Digital Assets
Use of the Platform, including the third-party services, may carry financial risk. Digital assets are, by their nature, highly experimental, risky, volatile and transactions carried through the Platform are irreversible, final. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in dealing with digital assets can be substantial. You should, therefore, carefully consider whether using the Platform is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your Work and/or digital assets indefinitely. All transaction decisions are made solely by you. We accept no responsibility whatsoever for and will in no circumstances be liable to you in connection with use of the Platform. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice. You are solely responsible for determining what, if any, taxes apply to your proceeds from the sale, if any, of any NFTs. Neither PwrSet nor any PwrSet affiliate is responsible for determining the taxes that apply to any NFT transaction.
- PwrSet does not guarantee the title or value of any Works, NFTs or proceeds from the sale of the NFTs.
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of the NFTs, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Platform, and therefore the potential utility or value of the NFTs. The Platform and digital assets could be impacted by one or more regulatory inquiries regulatory actions, or legislative policies which could impede or limit the ability of PwrSet to continue to develop the Platform, or which could impede or limit your ability to access or use the Platform or your proceeds from the sale of an NFT. Works may be encumbered by actual or possible copyright or trademark claims against them.
ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS, INCLUDING CLASS ACTIONS
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR PWRSET WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. THIS ARBITRATION AGREEMENT WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH PWRSET.
You Agree to Waive a Jury Trial
YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM. All controversies, claims, counterclaims, or other disputes arising between you and PwrSet relating to these Terms and your use of the Platform shall be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.
This arbitration agreement does not preclude you or PwrSet from seeking action by federal, state, or local government agencies. You and PwrSet may also bring qualifying claims in small claims court. In addition, you and PwrSet retain the right to apply to any court of competent jurisdiction for provisional or equitable relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, PwrSet will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive, provided that such cost shall not be more than $10,000. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
Class Action Waiver
YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. You may only bring individual claims, and the arbitrator may only decide individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in the State of Delaware. All other claims shall be arbitrated.
Modifications to the Platform
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Platform (or any features or parts thereof) or suspend or discontinue the gallery or contests at any time and without liability therefore.
Confidentiality of Certain Communications
Users may voluntarily contact PwrSet to report serious misuses of the Platform including, for example, suspicious market activity, hate speech, or other serious violations of these Terms. User agrees to keep confidential all private correspondence with any members of the PwrSet team pertaining to another member’s alleged violation of these Terms or other inquiries about PwrSet’s policies.
You agree to indemnify and hold harmless PwrSet and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.
If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party. Any provision of this Terms that by its nature or otherwise reasonably should survive a termination of this Terms shall be deemed to survive any such termination.
No Assignment of the Terms
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of PwrSet, provided that PwrSet may assign this Agreement without your prior consent to any of PwrSet’s affiliates, or to its successors in interest of any business associated with the services provided by PwrSet. This Agreement shall be binding upon the permitted assigns or transferees of each party. PwrSet’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Governing Law and Jurisdiction
These Terms will be governed by and construed under the laws of the State of Delaware, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or the Platform will be filed only in the state or federal courts in Delaware. You consent and submit to the personal jurisdiction of such courts for any such action. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
These Terms constitute the entire agreement between you and PwrSet relating to your access to and use of the Platform.