Terms and Conditions

Last Updated: November 08, 2023

  1. Introduction

    Welcome to BitBrand, owned and operated by Bitbrand, Inc. d/b/a BitBrand (“BitBrand,” “we,” “us”, or “our”). These Terms of Service (“Terms”) govern your access to and use of the BitBrand website(s), our APIs, mobile app (the “App”), and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to buy, view and explore DIGITAL PRODUCTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer DIGITAL PRODUCTs on public blockchains (collectively, the “Service”). “DIGITAL PRODUCT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.

    For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

    PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 16 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

    BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

    BitBrand is not a wallet provider, exchange, broker, financial institution, or creditor. BitBrand provides a platform to buy DIGITAL PRODUCTs available on public blockchains. We do not have custody or control over the DIGITAL PRODUCTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of DIGITAL PRODUCTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.

    Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then are incorporated herein and become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.

    BitBrand reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by 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 herein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

  2. Accessing the Service

    Like much of web3, your blockchain address functions as your identity on BitBrand. Accordingly, you will need a blockchain address and a third-party wallet to access the Service. Your account on the service (“Account”) will be associated with your blockchain address; however, if you want to add some flair to your BitBrand persona, you can add additional information, such as a profile picture, to your Account.

    When creating or updating an Account, you are required to provide certain personal information (“Account Information”) as prompted by the registration form. You agree to provide accurate, current and complete information in connection with your registration and use of the Services and agree to maintain and promptly update your Account Information as necessary to maintain its accuracy. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. Bitbrand reserves the right to suspend or terminate access to and use of the Services, or any portion thereof, on the basis of inaccurate or incomplete Account Information. Account Information will be held and used in accordance with the Privacy Policy.

    You will safeguard your user name and password. You will notify us immediately if you learn of any unauthorized use of your user name and password or any other known or suspected breach of security.

    Your Account on BitBrand will be associated with your linked blockchain address and display the DIGITAL PRODUCTs for that blockchain address (and, if applicable, any content associated with such DIGITAL PRODUCTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with BitBrand, and BitBrand does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. BitBrand accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (you can contact us at legal@bitbrand.com).

    BitBrand may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, BitBrand, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by BitBrand. If you do not provide complete and accurate information in response to such a request, BitBrand may refuse to restore your access to the Service.

    Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that BitBrand, in its sole discretion, may elect to take.

    We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use BitBrand through a parent or guardian’s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.

    The Service IS provided and functions solely as a neutral platform. The Bitbrand is not involved in or a party to any actual transactions between users or between users and other third parties, even if you link to them through the Service. You expressly acknowledge and agree that all users are independent individuals and/or entities and not Bitbrand’s contractors, agents or employees. We do not make any representations or warranties of any kind with respect to any user or DIGITAL PRODUCT, nor shall Bitbrand be deemed to endorse any user or DIGITAL PRODUCT. We are not a party to any transaction with another user, and we are in no way responsible for the performance or non-performance of any user or the quality or lack thereof of any DIGITAL PRODUCT’s sold or purchased through the Service. You understand and agree that you are fully responsible for verifying the identity, legitimacy and authenticity of any DIGITAL PRODUCT’s you purchase through the Service. Any dispute between users is between the users involved, and Bitbrand will not, in any event, be a party to that dispute. However, we want to try to help if there are issues, so if you are unable to resolve a dispute, BitBrand may use commercially reasonable efforts to mediate and arrive at a mutually agreed upon resolution.

    By accessing the Service, you consent to having this Agreement provided to you in electronic form and that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing. You acknowledge that when you create an Account, sign up for our Service or otherwise provide any contact information, including an email address or cellphone number in connection with that activity, or Service (“Contact Information”), you agree that this action constitutes a purchase or inquiry establishing a business relationship with us. You expressly consent to our communicating with you about our Service using the Contact Information you provided to us. You also attest that you have the legal authority over any Contact Information that you provide to us and can provide us with the authorization to contact you. This means we may contact you, in person or by recorded message, by e-mail and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, or any other means of communication that your wireless or other telecommunications device may be capable of receiving.

    You must evaluate, and will bear all risks associated with, the use of or reliance on, any content or User Content accessed, viewed or otherwise obtained through the Services. We will not pre-screen or actively review content or User Content, but we may refuse or delete any User Content of which we become aware that fails to fulfill the purpose of the Service, is in breach of this Agreement, is contrary to law, or is otherwise inappropriate in our discretion. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. We will have no obligation or liability to you to maintain, store, or license any User Content. The User Content may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media.

  3. Ownership

    You retain your rights to any User Content you submit, post, or display through the Service. With respect to any User Content you submit or make available through the Services (other than personal Account information), you grant to Bitbrand a perpetual, irrevocable, non-terminable, worldwide, royalty-free, non-exclusive, sub-licensable, right and license to use, copy, modify, create derivative works from, display and distribute, via any present or future medium, your User Content in order to: (i) provide, maintain and improve the Service, (ii) promote and/or improve the Service; (iii) prevent or address service, security, support, legal or technical issues. User Content (excluding any personal Account information) transmitted to certain parts of the Service, may be posted in public areas on the Service, including without limitation in a compilation format, and as such will be publicly visible and accessible. You are solely responsible for any and all listings, documents, messages, queries, and any other text, content, information or data (the “User Content”), which you submit, make available, or use with respect to the Services. You represent and warrant that all of your User Content is accurate and not misleading and is not in violation of any third party rights. Other than your personal Account information (which will only be used in compliance with our Privacy Policy), your User Content is not confidential or privileged, and you waive rights of privacy or publicity in connection with your User Content. You may not upload to, distribute or otherwise publish through the Services any content that is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, unlawful, erroneous, misleading, deceptive, offensive, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. of foreign laws; may contain software viruses or malware; is designed to impersonate others; contains personal information (such as Social Security numbers, payment card numbers or account numbers), except where we expressly ask you to provide such information; contains messages by non-spokesperson employees of Bitbrand purporting to speak on behalf of Bitbrand or containing confidential information or expressing opinions concerning Bitbrand; contains messages that offer unauthorized downloads of any copyrighted, confidential or private information; contains multiple messages placed within individual folders by the same user restating the same point.

    The Service, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the BitBrand logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of BitBrand or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.

    BitBrand's name, logo, trademarks, and any BitBrand product or service names, designs, logos, and slogans are the intellectual property of BitBrand or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “BitBrand” or any other name, trademark or product or service name of BitBrand or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of BitBrand and may not be copied, imitated or used, in whole or in part, without our prior written permission.

    All other third-party trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any DIGITAL PRODUCTs displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable 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 BitBrand.

    We are the owner or the licensee of all intellectual property rights in the Service and in the material published on therein and on the App (including its layout, design and graphics). All such rights are reserved to us.

    Except as permitted by law, you must not reproduce, distribute, transmit, disseminate or otherwise use in any way any material (or part thereof) on the Service, including the App, without first obtaining a licence to do so from us or our licensors (as the case may be).

    In any event, our status (and that of any identified contributors) as the owners of the intellectual property rights in the materials from our Service and the App must always be acknowledged.

    If you use any material from our Service or the App in breach of these Terms, your right to use our Service will cease immediately and you must, at our option, return or destroy any copies or other infringing material so created.

  4. License to Access and Use Our Service and Content

    You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable, and personal license to access and use the Service provided, however, that such license is subject to your compliance with these Terms. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content, and materials provided to you as part of the Service (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, provided that your license in any content linked to or associated with any DIGITAL PRODUCTs is solely as set forth by the applicable seller or creator of such DIGITAL PRODUCT.

  5. User Conduct

    You are at all times expected to use the Services solely as permitted and for the purposes as intended. We reserve the right to take action, with or without advance notice, in our sole discretion if we believe you have violated these Terms, or for any other reason. This may include: removing the ability to view certain DIGITAL PRODUCTs on the Service or use our Service to interact with the DIGITAL PRODUCTs; disabling the ability to use the Service in conjunction with buying/selling and transferring DIGITAL PRODUCTs available on blockchains; disabling your ability to access our Service; and/or other actions. We carefully consider the situation and details in light of our policies before deciding to remove potentially inappropriate DIGITAL PRODUCT's or listings when we discover them or they're brought to our attention. We reserve the right in our sole discretion to determine the appropriateness of listings and remove any listing from the Service at any time.

    You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not:

    • Use or attempt to use another user’s Account without authorization from such user;
    • Pose as another person or entity;
    • Claim a BitBrand username for the purpose of reselling it or otherwise engage in name squatting;
    • Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
    • Distribute spam, including through sending unwanted DIGITAL PRODUCTs to other users;
    • Use the Service – including through disseminating any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Service in any manner;
    • Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to BitBrand;
    • Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
    • Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
    • Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
    • Use the Service for money laundering, terrorist financing, or other illicit finance;
    • Use the Service from a country sanctioned by the government of the United States or to facilitate transactions involving individuals sanctioned by the government of the United States or located in sanctioned countries;
    • Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
    • Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
    • Infringe or violate the intellectual property rights or any other rights of others;
    • Use the Service for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms of Service;
    • Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.

    Bitbrand strictly prohibits any other use of any content available through the Service, including but not limited to: any downloading, copying or other use of the content or the Service for purposes competitive to Bitbrand or for the benefit of any third party.

    If you believe that a DIGITAL PRODUCT or listing on the Service violates these Terms or applicable law, please let us know immediately by emailing us at legal@bitbrand.com. Please include the link to the applicable DIGITAL PRODUCT listing and any additional information that supports your claim.

  6. Pricing and Compensation

    The price of any DIGITAL PRODUCT will be the price as set by the seller or as otherwise agreed between users.

    Bitbrand uses third party payment processors to handle credit card transactions. It’s important to note that we do not store any payment information or process any of your payments on our servers.

    Bitbrand shall be entitled to a fee or commission for each DIGITAL PRODUCT sold through the Service (“Commission”). The Commission shall be derived from either a charge for the listing of the DIGITAL PRODUCT on the platform or from the price for each DIGITAL PRODUCT, plus any applicable tax and shall become due and owing upon the payment for the DIGITAL PRODUCT.

    Other fees may apply to certain aspects of the Service. Any such fees will be provided at the time you elect to engage certain services, and you will need to agree to them in advance of your use of such service.

    You are solely responsible for determining what, if any, taxes apply to your transactions. Bitbrand is not responsible for determining the taxes that may apply to DIGITAL PRODUCT transactions.

    BitBrand will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user's access to the Service if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit written notice to our designated copyright agent at:

    BitBrand, Inc.
    Attn: Legal Department
    _____________
    Email: legal@bitbrand.com

    For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your notice must include:

    • Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
    • Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material;
    • Your contact information – at a minimum, your full legal name (not pseudonym) and email address;
    • A declaration that contains all of the following:
      • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
      • A statement that the information in the notice is accurate; and
      • A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
    • Your physical or electronic signature (of your full legal name).

    Please note that we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on BitBrand and can also contact you to resolve any dispute.

  7. Communication Preferences

    By creating an Account, you consent to receive electronic communications from BitBrand (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile device’s operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.

    All notices from Bitbrand intended for receipt by you shall be deemed delivered and effective when sent to the email address you provided when you registered for the Service. We promise to safeguard these communications and not share them with any third party except in limited instances clearly outlined in our Privacy Policy.

    The Service may provide users with the ability to send email messages to other users and non-users and to post messages. We are under no obligation to review any User Content, as defined herein (including any messages) posted on or sent through the Service by users and assume no responsibility or liability relating to any such User Content. Bitbrand, in its sole discretion, may monitor, not post or remove any such User Content.

  8. App Terms

    You are responsible for providing the mobile device, wireless service plan, software, Internet connections, and/or other equipment or services that you need to download, install, and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or Service will be available in any particular geographic location.

    The following terms and conditions apply to you only if you are using the App from the Apple App Store: To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and BitBrand, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, BitBrand, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

  9. Representations and Warranties.

    You represent and warrant that: (a) you have the right, power and authority to enter into and to perform pursuant to this Agreement, including granting to Bitbrand any licenses hereunder for the purposes contemplated herein; (b) you own or have sufficient rights in and to the User Content you submit through the Services to grant the licenses set forth in this Agreement and that any use by Bitbrand of such User Content as contemplated in this Agreement will not infringe on the rights of any third party or violate any applicable laws or regulations, and (c) you will comply with all of the terms of this Agreement and any applicable licenses or third party terms of service. You further represent and warrant that you will not share your log-in ID or password or any of the information contained within the Service with any third party whatsoever without the explicit written permission of Company.

    You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.

  10. Indemnification

    By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless BitBrand, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “BitBrand Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, DIGITAL PRODUCTs, or content linked to or associated with any DIGITAL PRODUCTs (b) your violation or breach of any term of these Terms or applicable law, (c) your violation of the rights of or obligations to a third party, including another user or third-party, and (d) your negligence or wilful misconduct. You agree to promptly notify BitBrand of any Claims and cooperate with the BitBrand Parties in defending such Claims. You further agree that the BitBrand Parties shall have control of the defense or settlement of any Claims. You agree not to settle any matter without our prior written consent. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND BITBRAND.

  11. Disclaimers

    YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND BITBRAND EXPRESSLY DISCLAIMS WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. BITBRAND (AND ITS SUPPLIERS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. BITBRAND DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BITBRAND 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 SERVICE. WHILE BITBRAND ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, BITBRAND CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY DIGITAL PRODUCTS, OR ANY DIGITAL PRODUCTS YOU INTERACT WITH USING OUR SERVICE OR OUR SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE BITBRAND PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD BITBRAND RESPONSIBLE FOR ANY BREACH OF SECURITY.

    WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL PRODUCTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH DIGITAL PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR DIGITAL PRODUCTS.

    DIGITAL PRODUCTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM). BITBRAND AND/OR ANY OTHER BITBRAND PARTY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL PRODUCTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

    NO BITBRAND PARTY IS RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE DIGITAL PRODUCTS. NO BITBRAND PARTY IS RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE DIGITAL PRODUCTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

    Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

  12. Assumption of Risk

    You accept and acknowledge:

    • The value of an DIGITAL PRODUCTs is subjective. Prices of DIGITAL PRODUCTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect DIGITAL PRODUCT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
    • A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of DIGITAL PRODUCTs.
    • The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of DIGITAL PRODUCTs.
    • You are solely responsible for determining what, if any, taxes apply to your transactions. BitBrand is not responsible for determining the taxes that apply to your DIGITAL PRODUCTs.
    • We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and BitBrand has no ability to reverse any transactions on the blockchain.
    • There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that BitBrand will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
    • The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
    • BitBrand reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on BitBrand. Under no circumstances shall the inability to view items on BitBrand or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against BitBrand.
    • If you have a dispute with one or more users, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

  13. Limitation of Liability

    IF YOU ARE DISSATISFIED WITH THE SERVICE, OR ANY MATERIALS, OR PRODUCTS THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL BITBRAND OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF BITBRAND OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, 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.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF BITBRAND ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, DIGITAL PRODUCTS, OR ANY BITBRAND PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY BITBRAND FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

    IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  14. Privacy Policy

    Please refer to our Privacy Policy for information about how we collect, use, and share personal data about you. By submitting personal data through our Service, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

    Bitbrand cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the User Content, Service, content, materials and data therein from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

  15. Modifications to the Service

    We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Service (or any features or parts thereof) at any time and without liability as a result.

  16. Dispute Resolution; Arbitration

    • Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with BitBrand and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties.. BitBrand does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
    • Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with BitBrand, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim except that (1) you or BitBrand may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or BitBrand may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
    • Dispute resolution process. You and BitBrand both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: BitBrand, Attn: Legal Department, 1216 Broadway, ,New York, NY 10001. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if BitBrand is represented by counsel, its counsel may participate in the Conference as well, but BitBrand agrees to have a company representative fully participate in the Conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
    • Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to our registered agent at BitBrand, Attn: Legal Department. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and the JAMS Consumer Minimum Standards then in effect; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards then in effect. JAMS’s rules are available at jamsadr.com or by calling JAMS at 800-352- 5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS filing, administrative, hearing, and/or other fees and cannot obtain a waiver from JAMS, BitBrand will pay them for you if you complied with the dispute resolution process set forth above. In addition, BitBrand will reimburse all such JAMS filing, administrative, hearing, and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous or you did not comply with the dispute resolution process set forth above, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses. You may choose to have the arbitration conducted by telephone or videoconference, based on written submissions, in person in your hometown area (if you live in the United States), or at another mutually agreed upon location that is reasonably convenient to you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    • Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and BitBrand. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
    • Waiver of Jury Trial. YOU AND BITBRAND HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and BitBrand are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the second bullet of this Section 16, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    • Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and BitBrand agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. 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 New York County in the State of New York. All other claims shall be arbitrated.
    • Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
    • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with BitBrand.
    • Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if BitBrand makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to BitBrand at the following address: BitBrand, Attn: Legal Department, 1216 Broadway, ,New York, NY 10001.

  17. Governing Law and Venue

    These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of New York (without regard to conflict of law rules or principles of the State of New York, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in Section 16 or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York County in the State of New York, and the United States, respectively, sitting in the State of New York.

  18. Termination

    You may disable your Account at any time, for any reason. If you breach any of the provisions of these Terms, all licenses granted by BitBrand will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

  19. Severability

    If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

  20. Injunctive Relief

    You agree that a breach of these Terms will cause irreparable injury to BitBrand for which monetary damages would not be an adequate remedy and BitBrand shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

  21. California Residents

    If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

  22. Survival

    All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by BitBrand or you. Termination will not limit any of BitBrand’s other rights or remedies at law or in equity.

  23. Miscellaneous

    These Terms constitute the entire agreement between you and BitBrand relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of BitBrand, and BitBrand’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

    The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. You and BitBrand agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

    Except as otherwise provided herein, 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.

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