Terms of Service

Effective Date: June 01, 2022

 

These Terms of Service are a legally binding agreement you and Schedule 1, LLC (“S1C”) that govern use of the online and mobile S1C services and its website located at http://www.s1c.la/, as well as any other websites, platforms, or apps on or in which these Terms appear (the “Services”), as well as any S1C NFTs (defined below). PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OR ACCESSING ANY S1C SERVICES OR PURCHASING ANYTHING ON OR THROUGH THE SERVICES. 

 

You agree that your access to and use of the Services, including any part thereof, and purchase of any S1C NFT are governed by these Terms of Service and S1C’s Privacy Policy (“Privacy Policy”), which is incorporated by reference in its entirety herein, which together with these Terms of Service are referred to herein as the “Terms” unless specifically stated otherwise. 

THESE TERMS CONTAIN A CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION AND JURY TRIAL WAIVER, AND BINDING ARBITRATION AS SET FORTH IN SECTION 29 THAT MAY IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE CERTAIN DISPUTES. EXCEPT IN LIMITED CASES IN WHICH YOU OPT-OUT OF CERTAIN TYPES OF DISPUTES IN ACCORDANCE WITH THE TERMS OF SECTION 29, YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT.

 

You agree that by purchasing a S1C NFT, accessing, downloading, installing, or otherwise using the Services or any part thereof, you are entering into a legally binding agreement with S1C and you agree to abide by the Terms, including all rules, terms, conditions, restrictions and notices therein. If you do not wish to be bound by the Terms, do not purchase a S1C NFT, access, download, install, or otherwise use any of the Services, as doing so will result in your acceptance of the Terms.

 

BY CHOOSING TO ACCESS, DOWNLOAD, INSTALL, OR OTHERWISE USE THE SERVICES, YOU ACKNOWLEDGE AND CERTIFY THAT:

  

  • YOU HAVE READ THESE TERMS, WHICH EXPRESSLY INCORPORATE OUR PRIVACY POLICY.

  • YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE AND OUR PRIVACY POLICY.

  • YOU WILL AT ALL TIMES COMPLY WITH ALL APPLICABLE LAWS (DEFINED BELOW).

  • YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD.

 

IF YOU DO NOT AGREE TO THESE TERMS AND OUR PRIVACY POLICY, PLEASE DISCONTINUE USE OF OUR SERVICES IMMEDIATELY.

 

If you wish to contact S1C concerning these Terms or any aspect of the Services, please contact S1C at: info@s1c.la with the subject line “Questions, Comments or Complaints.”  

 

Your use of and access to the Services, at all times, expressly conditioned on your compliance with these Terms, as well as all applicable laws, rules, and regulations of any applicable jurisdiction or authority (collectively, “applicable laws”). Your failure to comply with these Terms, as well as all applicable laws may result in termination of your access to or use of the Services.

 

1. S1C NFTs. For purposes of these Terms, “S1C NFT” means the S1C blockchain recorded non-fungible token which is issued (or “minted”) and is transferrable on the Ethereum blockchain, and which is linked to associated digital artwork stored on the interplanetary file system. S1C NFTs are composed of layered files and attributes, as well as complete artwork. There are two types of S1C NFTs: (1) standard S1C NFTs and (2) 1 of 1 S1C NFTs.  All S1C NFTs are digital and do not include any physical items or representations.

 

You can find mint dates and times, as well as instructions for and availability of minting of S1C NFTs at www.s1c.la. Minting may be performed by using a permitted cryptocurrency wallet and connecting it to S1C’s website. If S1C NFTs have not “minted out” (e.g., have yet to be directly acquired by an individual through a purchase or other transaction transferring ownership), then after accepting and authorizing the connection, you may initiate the minting process by approving the transaction and paying the mint fee plus the Gas fee (defined in Section 11 below).

 

Any transaction after the initial mint of a S1C NFT shall be referred to as a “secondary transaction.” All secondary transactions occur outside of S1C’s website and are outside of S1C’s control. S1C makes no representations about your or any other person’s ability to complete a secondary transaction or about any other aspects of secondary transactions. You agree that S1C has no liability or responsibility to you for any secondary transactions. You further agree that S1C has no liability or responsibility to you for any failed transactions, whether minting or secondary, including any associated or charged Gas or other fees.

 

‍2. Services. S1C’s Services are provided for you to learn about S1C and the Services, to learn about how to use the Services, to mint S1C NFTs, and to learn about and to potentially communicate with and/or transact with other S1C NFT owners. You agree that S1C is not responsible for any problems or injuries that may result to you or any other person from any information, services, products, or anything else you learn or use through the Services or from any other source.

 

The Services, including, without limitation, all information thereupon and Materials (defined below), in any form or format whether now existing or hereinafter devised, are educational or for entertainment purposes in nature and are provided only as general information and that S1C does not offer any financial, legal, business, professional, or other advice.. You acknowledge and agree that (1) S1C makes no guarantees, warranties, or predictions of any outcomes of any kind, that (2) anything discussed with or provided by S1C or any of its representatives either during or apart from the Services is merely a perspective for you to consider and does not create or establish any type of formal or fiduciary relationship between you and S1C; and (3) the Services and any such information and materials are not intended to represent that they are to be used to guarantee results, including, without limitation, financial gains, or for the prevention of financial or other losses. You agree that you are solely and fully responsible for any and all decisions of any nature that you make, whether or not based on or related to the Services, and you assume full and complete responsibility for applying what you may learn from access to, usage of, or participation in any of the Services.  You acknowledge and agree further that reliance on any information provided by or on behalf of S1C or available on or through the Services, including, without limitation, the Materials, for financial, legal, business, professional, or other purposes would not be reasonable.

3. Changes to these Terms.  The effective date of these Terms is set forth at the top of this page. S1C reserves the right to make changes to any Terms at any time and for any reason in its sole discretion. S1C shall use commercially reasonable efforts to provide you with prior notice of material changes to these Terms. If you continue to access and/or use the Services after the effective date of changes hereto, then your access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Terms as modified. Any and all modified Terms supersede all previous versions of such Terms as well as any and all statements or representations regarding the Services. You should review these Terms any time you access or use the Services. Promptly upon S1C’s request, you agree to sign a non-electronic version of these Terms and any other policies or agreements set forth or available on or through the Services. If you refuse to do so, S1C reserves the right to terminate your use of or access to the Services.

 

‍4. Materials.  All information and materials displayed, published, or otherwise provided by or on behalf of S1C on or through the Services, including without limitation any content, data, files, text, images, pictures, graphics, audio, video, .gifs, music, sounds, artwork, slogans, logos, brand names, icons, surveys, software, code, applications, hyperlink text, updates, and all other content, features, and works of authorship in any medium, whether now existing or hereafter devised, that are available for use on or through the Services (collectively, the “Materials”) are provided for educational and entertainment purposes only. S1C’s provision or display of any Materials from or on the Services does not constitute a license or transfer of any rights therein or thereto to you or any other person. S1C makes no other representations and warranties of any kind concerning the Materials, including, without limitation, their accuracy or completeness or the ownership thereof.

 

‍5. Limited License. S1C hereby grants you a personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, and limited license to access and use the Services for your personal, non-commercial education and entertainment purposes, subject to your strict compliance with the Terms and all applicable laws, as well as any and all other terms and policies set forth on or in the Services.  Except as expressly provided in the Terms, S1C does not grant you any other express or implied rights or licenses in or to the Services or the Materials, and all rights, title and interest that S1C has in the Services and Materials are retained by S1C, even after access, usage or download on your computers, mobile phones, tablets, and/or other devices.

 

Except as lawfully allowed or expressly set forth in the Terms, you may not modify (including, without limitation, by making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, publish, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display, reverse engineer, transfer, assign, convey, or sell in any form or by any means, in whole or in part, any of the Services or Materials, or attempt to engage in the foregoing conduct without S1C’s express prior written permission, which S1C may withhold, delay, or condition in its sole and absolute discretion.

 

S1C reserves the right to revoke your right to use or access any or all of the Services at any time as further set forth in Section 22 of these Terms of Service. You acknowledge that no monetary value can be attributed to the time you spend accessing and using the Services and that, but for the limited and terminable license granted herein, you are not entitled under any law or agreement, whether written, oral, or implied, to use or have access to any Services and/or any Materials.

6. Intellectual Property – the Services.  You acknowledge that the Services are protected by and/or embody copyright, trademark, service mark, trade name, trade dress, patent, trade secret, and/or other proprietary rights owned by S1C and/or its respective licensors, including without limitation the selection, coordination, arrangement, compilation, assembly and any modifications, improvements, or enhancements thereto, and that each of these rights are valid and protected in all media existing now or later developed and under United States and foreign laws.  You agree that the Services and Materials and any other S1C trademarks, trade names, trade dress, logos, service marks, patents, copyrights, trade secrets, or other intellectual property, as well as any other intellectual property and other rights relating thereto, in each case whether or not registered (collectively “S1C IP”) are and will remain the property of S1C and/or its respective licensors. The S1C IP is the property of S1C and/or its respective licensors, vendors, and/or other third parties. Nothing contained on or in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the S1C IP without the express prior written permission of S1C. Your use of any S1C IP for any other purposes is prohibited. You acknowledge that you do not acquire any ownership rights in or to any of any S1C IP by virtue of your access or use of the Services and/or the Materials.

 

You may not circumvent or disable any content protection features used on or in the Services and must retain all trademark, copyright, and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of the Terms.

7. Ownership and License of S1C NFTs. When you mint or lawfully acquire a S1C NFT, you will own all personal property rights in such S1C NFT. The means you can freely sell, transfer, or otherwise dispose of your S1C NFT. However, your personal property rights do not include ownership of the intellectual property rights in and to your S1C NFT, all of which are retained by S1C. Instead, you are granted a limited license to such intellectual property rights as set forth below. Subject to your strict compliance with these Terms, S1C hereby grants you, with respect to S1C NFTs minted or lawfully acquired by you, and only for as long as you own the S1C NFT (as evidenced by the transaction record on the Ethereum blockchain), the following licenses:

a) Personal Use. A non-exclusive, non-sublicensable, royalty-free worldwide license to use, copy, and display your S1C NFT solely for the following purposes: (1) your own personal, non-commercial use; (ii) your listing or attempt to sell, transfer, or gift your S1C NFT to any person or entity; (iii) your display of your S1C NFT in an app, platform, or service to showcase your NFTs, such as on or in a particular metaverse, website, or app; and (iv) your participation in a token-gated app, platform, or service that provides benefits or services based upon verification of the S1C NFT in your hardware or software/app wallet. This personal usage license includes the right to use your S1C NFT as your profile picture or on a banner for your social media accounts.

b) Commercial Use – Standard S1C NFTs. Except for 1 of 1 S1C NFTs, a non-exclusive, sublicensable, royalty-free worldwide limited license to use, copy, and display your S1C NFT and for the purpose of creating derivative works. This includes things activities such as making or using your S1C NFT in a commercial manner. You may not use your S1C NFT in violation of the Codes set forth in Section 10 hereof, nor may you use it for any other NFT project. Additionally, you must use your S1C NFT in its entirety (not separate out any of the layers or attributes) and not revise, modify or alter it, except for the size and exterior shape (such as from a rectangular border to a circle). 

c) Commercial Use – 1 of 1 S1C NFTs.  For 1 of 1 S1C NFTs, you are granted the right to make one (1) physical print of your S1C NFT. All other rights, except for the personal use rights set forth above, are reserved by S1C. If you would like to use, copy or display your 1 of 1 S1C NFT, or make derivative works of your 1 of 1 S1C NFT, you may contact S1C at: hi@clubS1C.com to make such request. You may not engage in any of the foregoing conduct without S1C’s prior written approval, which S1C may withhold, delay, or condition in S1C’s sole discretion. Any failure of S1C to respond to any such communications or requests shall be deemed a refusal to grant approval.

You understand and agree that: (i) your minting, purchase, or ownership of a S1C NFT does not grant you any rights or licenses in or to the Services or the Materials or to your S1C NFT other than as expressly stated in this Section 7; and (ii) you are not granted any right or license to any S1C IP; (iii) you are not allowed to not use your S1C NFT or any derivative works thereof in any way that makes it appear as if S1C or its licensors, vendors, or other affiliates are endorsing, sponsoring, or are in any way affiliated with you or your business; and (iv) all rights and licenses granted to you are non-transferrable, except that they will automatically transfer to a subsequent owner of the S1C NFT by virtue of the transaction being recorded on the Ethereum blockchain. Upon the completion of any secondary transaction, as evidenced by a transaction record on the Ethereum blockchain, the new owner of the S1C NFT shall, by receiving the ownership interest in the S1C NFT, be deemed to accept all of the Terms. You agree to provide any subsequent owner with notice of these Terms prior to completing a secondary transaction.

Notwithstanding any of the foregoing, S1C may suspend or terminate any license granted in this Section 7 if it suspects that there has been an off-chain purchase or sale of a S1C NFT or any purchase or sale of a S1C NFT that fails to make the S1C royalty payment set forth in Section 11 below.

All rights not explicitly granted herein are reserved by S1C. S1C owns and will retain all right, title, interest, and ownership in and to the intellectual property in all S1C NFTs. This includes, but is not limited to, using your S1C NFT on social media, in marketing and promotions, and making and distributing products that may be competitive with your products made pursuant to Section 7.b herein.

The licenses granted in this Section 7 survive only as long as you own the S1C NFT. If at any time you cease to own the S1C NFT, as evidenced by the Ethereum blockchain, and whether by transfer, sale, theft, gift, or otherwise, all rights and licenses granted herein with respect to the applicable S1C NFT will immediately terminate.

8. Access.  In order to access certain areas of or participate in certain S1C Services, you are required to either be the owner of a S1C NFT and/or register or obtain an account on a third-party platform (such as Discord or Telegram). To gain access to the token-gated third-party platform areas, S1C and its service providers may verify your S1C NFT ownership and your account on such third-party platforms. Providing S1C and/or any service provider with your personal information or your social media or other services login information is your choice. S1C makes no representations concerning, and are not responsible for, third parties’ data collection or other policies or practices.

 

In addition, your access to and use of the Services will depend on the capabilities of your mobile device and mobile carrier, as well as on the territory where you use the Services (since certain functions may not be available and/or authorized in certain territories).

 

In order to access certain areas of or participate in certain activities or services contained on or in the Services, some third-party platforms may require you to select or be assigned a username and/or password. Your username is subject to certain terms and Codes, as set forth in Sections 7 and 8.  You agree that S1C has the right in its sole discretion to suspend or terminate your access and use or block or refuse any and all current or future access and use of the Services (or any portion thereof).

 

‍9. Username/Passwords/NFT Security.  S1C may refuse to allow you to use the Services based on your username in its sole discretion for any reason, including without limitation if it impersonates someone else or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other intellectual property or other proprietary rights law, is vulgar or otherwise offensive, may cause confusion, or for any other reason as determined by S1C in its sole discretion. We encourage You to use “strong” passwords (passwords of at least 10 characters in length that use a combination of upper and lower case letters, numbers and symbols) for your login credentials. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY AND SECURITY OF YOUR WALLET AND PASSWORD FOR YOUR SOCIAL MEDIA AND OTHER PLATFORMS AND SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF YOUR USERNAME, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OR PROVISION OF ANY SERVICES) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. 

 

You understand that when you sell or transfer your S1C NFT to anyone else, you will no longer be able to participate in any of the Services which are token-gated.  If you have reason to believe that your S1C NFT was stolen, you should notify S1C by email at hi@clubS1C.com with the subject line: “NFT Stolen.”

 

You may not share any passwords or other login credentials to use or access the Services or S1C NFTs with any other person. You agree that S1C will not be liable for any loss you may incur as a result of someone else using your username and password or S1C NFT token-gated access, either with or without your knowledge or consent. You agree that you will be solely liable for losses incurred by S1C or another party due to someone else using your username and password or S1C NFT token-gated access.

 

‍10. Code of Conduct.  While accessing or using any of the Services and/or Materials or any rights granted to you in connection with any S1C NFTs, you agree: to be civil and respectful; for our Discord Server, to follow the S1C Discord Code of Conduct; for our Telegram groups to follow the S1C Telegram Code of Conduct; and to follow the standards set forth below by agreeing not to (all of the foregoing and following shall be referring to collectively herein as the “Codes”):

 

  • Create a false identity or impersonate any person;

  • Create, post, or transmit any content or message containing profanity, sexually graphic or offensive language, including any uses of characters to replace letters;

  • Engage in any activity or send, transmit, post or make available any content or message that is or is reasonably likely to be regarded as false, intentionally misleading, disruptive, unlawful, harmful, threatening, abusive, harassing, intimidating, offensive, rude, defamatory, disparaging, slanderous, libelous, hateful, vulgar, inciteful, racist, illicit, violates any applicable law or agreement to which you are a party, or is otherwise objectionable; 

  • Submit content, material, or Submissions (defined herein) that are protected by or constitute the intellectual property rights of a third party, or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner to do so and to grant S1C all the license rights necessary to transmit or maintain such content, material or Submissions;

  • Send, post, transmit or make available any material non-public information about any person or entity without the express authorization to do so;

  • Send, post, transmit or otherwise make available any advertisements, solicitations, chain letters, pyramid schemes, junk mail, SPAM, investment opportunities or other unsolicited or unauthorized commercial or promotional content, materials, or communication;

  • Institute an attack upon any server used in connection with the Services or any portion thereof or otherwise attempt to disrupt such servers;

  • Send, post, transmit or otherwise make available any material or Submissions regarding hacking, cracking, exploiting, or otherwise making improper use of the Services;

  • Attempt to or actually restrict or inhibit any other user from using and enjoying the Services;

  • Except for bots authorized or allowed by the Services, use any bot, spider, scraper or other unauthorized or automated means to modify, use, or access the Services, or any portion thereof;

  • Send, post or transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs, or other items of an intentionally destructive nature; 

  • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble all or any portion of the Services or the Materials;

  • “Frame” or “mirror” any part of the Services without S1C’s prior written authorization;

  • Attempt to obtain from third parties or provide to third parties your passwords, seed phrases, or, with respect to third parties, any private information from any other user of the Services or owner of a S1C NFT, including without limitation, the collection of personal information about others, such as geolocations;

  • Access or use another user’s login credentials or provide another user with access to your login credentials, including S1C NFT token-gated login, without permission;

  • Harvest or collect any information about users of the Services; 

  • Use the Services in any manner that violates any applicable laws or is prohibited by these Terms; and/or

  • Assist or permit any persons in engaging in any of the activities described in this listing of the Codes.

While using the Services and the Materials or any rights granted to you in any S1C NFT, you agree to comply with these and all Codes, as well as all applicable laws. S1C HAS A ZERO TOLERANCE POLICY FOR BEHAVIOR THAT VIOLATES THE CODES OR APPLICABLE LAWS. S1C has the sole discretion to delete, suspend, terminate, or block your access to the Services and S1C NFT benefits and token-gated services and to delete, suspend, terminate, or remove your username, with or without prior notification to you, for any violation of the Terms, including any of the Codes.

 

‍11. Payment/Fees/Secondary Transactions.  Minting, purchasing, and transferring S1C NFTs is done on the Ethereum blockchain using Ethereum cryptocurrency. You understand and agree that S1C has no control over any payments, transactions, or fees, and that S1C does not have the ability to reverse or refund any transactions, payments, or fees. You agree that S1C has no liability to you or any third party for any claims, injuries, or damages that may arise or may be related to any transaction, payments, or fees conducted on or via the Ethereum blockchain. S1C DOES NOT PROVIDE ANY REFUNDS FOR ANY TRANSACTIONS, PURCHASES, OR FEES WHETHER FOR S1C NFTS OR ANYTHING ELSE.

 

‍Every transaction on the Ethereum blockchain requires a payment of a transaction fee, also known as the “Gas” fee. The Gas fee is what enables a transaction to be processed and recorded on the Ethereum blockchain. You agree that you are solely responsible for any and all Gas fees for any transaction related to your S1C NFT. Even failed transactions may be charged Gas fees. You agree that S1C has no liability to you for any Gas fees for any completed or failed transactions.

All secondary transactions are made entirely at your sole risk and expense, including, but not limited to all listing fees, transaction fees, Gas fees, and any other fees. All secondary transactions which are purchases or sales are further subject to S1C’s royalty fee, which is coded into the applicable S1C NFT smart contract and will be automatically paid to S1C upon any such purchase or sale. You and all subsequent owners are responsible for and must pay the S1C royalty fee when there is any secondary purchase or sale.

12. Third Party Sites/Services/Collaborations.  The Services may include links to other websites, apps, data, materials, or services or authorize the usage of third-party bots or plugins as a convenience to you or for other purposes (collectively, the “Linked Services”). S1C’s link to or inclusion of any Linked Service does not imply endorsement by S1C or any association with the owners or operators of such Linked Services. You are responsible for viewing and abiding by the privacy policies, terms of service/use, or other policies or terms of any Linked Services. You acknowledge and agree that the information, products, materials, content and services of any Linked Service is not under the control of S1C. Access and use of any Linked Services, including the information, products, materials, content, and services on any Linked Services or available through any Linked Services, is solely at your own risk, and you acknowledge and agree that S1C is not responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by your use of any or dealings with any Linked Service.

 

You agree that any activity or collaboration that you may engage in with any other user of the Services and/or owner of any S1C NFT, including, without limitation, business or financial transactions, are done so solely between you and such other user, and in no way involve or create any responsibility or liability whatsoever on the part of S1C.

 

Any dealings with third parties included in within, on, or linked to or with the Services, or any other terms, conditions, warranties, or representations associated with such third parties, are solely between you and that third party. You acknowledge and agree that S1C is neither responsible nor liable for any part of such dealings with any third parties.

 

‍13. Forums & Submissions.  The Services may include features that allow you and others to submit, post, comment, display, and/or transmit information, ideas, opinions, photographs, images, video, creative works, content, messages, transmissions, ratings, or material to, on, or through the Services (“Submissions”). Those portions of the Services where you can post or transmit information are referred to collectively herein as the “Forums.”

 

You agree that S1C may redistribute Submissions you send/upload/post to the Services. By sending, posting, or transmitting Submissions to any area of the Services, including through any Forums, you grant S1C and its owners, designees, representatives, affiliates, and agents a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, digitally display, make, have made, sell, offer for sale, and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on S1C’s part and S1C will not be liable for any use or disclosure of any Submissions. You agree not to transmit any Submission to or through the Services, or to S1C that you consider to be confidential, and any and all Submissions shall be deemed non-confidential. You are solely responsible and liable for any and all of your Submissions.

 

You acknowledge and agree that your Submissions and communications on or through the Forums are public and not private communications, and that you have no expectation of privacy concerning your use of the Forums. You acknowledge that personal or other information that you communicate or submit on or through the Forums may be seen and used by others and result in unsolicited communications; therefore, S1C strongly encourages you not to disclose any personal or other information about yourself in your communications or Submissions on or through the Forums.  S1C is not responsible for information that you choose to communicate to other users on or through the Forums or Submission or in any other media. 

The Forums may contain Submissions and/or other information posted or otherwise provided by third parties who are not affiliated with or endorsed by S1C. Some of these Submissions and/or information may contain inaccuracies or be misleading, illegal, or otherwise harmful, whether or not the person posting or providing such Submissions and/or information intended for such an outcome.  S1C neither endorses nor is responsible for such third-party Submissions or information, or for any opinion, advice, information, or other statement made or displayed on or through the Services, including, without limitation, in any Forums.  Any opinions or statements of fact made or expressed in Submissions and/or on any Forums are solely the opinions and/or statements of the persons making the Submission or providing the information and do not reflect the views, opinions, or statements of S1C.

You agree that S1C assumes no liability whatsoever for any Submissions sent or posted by you or any third party.  Under no circumstances will S1C or its owners, employees, designees, representatives, affiliates, agents, or successors be liable for any loss or damage caused by your reliance on the Submissions or on any information or materials obtained through the Services, including, without limitation, through the Forums. S1C has no obligation to monitor the Services, Forums, or any Submissions or other information that you or other persons transmit, post, or view on or through the Services or Forums.  You acknowledge and agree that S1C has the right, but not the obligation, to do any or all of the following, at its sole discretion: (i) alter, edit, remove, or refuse to post or allow to be posted or stored any Submission, information, message, or communication; (ii) monitor and/or filter any of your communications on or in the Services (including, without limitation, by means of blocking or replacing expletives or other language or images that may be deemed harmful or offensive in our sole and absolute discretion); and/or (iii) disclose any Submission, information, message, or any communication posted on or in the Forums, and the circumstances surrounding the transmission thereof, to any third party in order to (a) protect S1C and its owners, employees, designees, representatives, affiliates, agents, and successors, as well as the Services’ users and visitors; (b) to comply with legal obligations, governmental requests, or lawful discovery requests; and (c) to enforce these Terms; or (d) for any other reason or purpose in our sole and absolute discretion, but subject to these Terms (including, without limitation, any applicable provision in the Privacy Policy).

Notwithstanding anything contrary stated in these Terms, by transmitting or posting a Submission you represent and warrant that (a) you own or otherwise control all of the rights including, without limitation, all copyrights and other intellectual property rights, to all information and content in your Submission or are otherwise legally entitled to transmit or post the Submission and all information and content therein; (b) the content and information in the Submission is accurate; (c) your use of the content and information in the Submission you supply does not violate the Terms and will not cause or be reasonably likely to cause injury to any person; and (d) you will indemnify, defend, and hold harmless S1C and its applicable owners, employees, designees, representatives, affiliates, agents, and successors for all claims of any kind and nature, resulting from any Submissions and all information and content therein, which you supply, provide, or transmit to S1C or to or through the Services (including the Forums).

14. Right to Modify.  S1C reserves the sole and absolute right, at any time, to modify, suspend, or discontinue the Services, and/or any part or parts thereof, or discontinue maintaining any link or connection for the graphic file of any or all S1C NFTs, with or without notice, including terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, functionality, promotion, or feature of the Services, the hours that the Services are available, or any fees or charges in connection with the access or use of any or all of the Services. You agree that S1C will not be liable to you or to any third party for any such modification, suspension, or discontinuation.

 

‍15. Use & Access.  YOU MUST BE AT LEAST 18 YEARS OF AGE, WITHOUT EXCEPTIONS, TO: (A) USE THE SERVICES, (B) USE ANYTHING ACCESSIBLE OR AVAILABLE ON OR THROUGH THE SERVICES, (C) PARTICIPATE IN ANY S1C NFT TOKEN-GATED SERVICES, OR (D) TRANSMIT/SUBMIT/POST ANY PERSONAL INFORMATION ON OR THROUGH THE SERVICES. By accessing, using, and/or submitting information to or through any of the Services and/or S1C NFT token-gated services, you represent and warrant that you are at least 18 years of age or older and otherwise have the legal capacity to enter into these Terms.

 

UNDER 18: IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE YOUR CONSENT TO YOUR CHILD’S USE OF THE SERVICES OR S1C NFT TOKEN-GATED SERVICES, INCLUDING THROUGH YOUR ACCOUNT OR S1C NFT, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH CHILD’S ACCESS OR USE OF THE SERVICES AND S1C TOKEN-GATED SERVICES.

 

Pursuant to 47 U.S.C. Section 230(d), as amended, S1C hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.  The Services and S1C NFTs are not directed to, not intended for and may not be used by anyone under the age of 18.

 

‍16. Security.  Without limiting the terms of the Privacy Policy, you understand that S1C cannot guarantee that your use of the Services and/or the information provided by you will be private or secure, and to the maximum extent permitted by applicable law, and subject to the terms of the Privacy Policy, which control over this Section 16, S1C is not responsible or liable to you for any lack of privacy or security you may experience. You understand that once you mint or purchase or are transferred a S1C NFT, it is solely your responsibility to maintain it securely. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and security of your S1C NFT.

 

You understand and agree that you are solely responsible for maintaining the security of your: hardware and/or software wallet; passwords, seed phrases, private keys or any other wallet-related credentials; NFTs; and cryptocurrency. You agree that S1C is not responsible or liable for any unauthorized access to or use or transfer of your NFTs and/or cryptocurrency.

17. Sweepstakes/Contests.  From time-to-time S1C may offer or allow you to participate in promotions, giveaways, contests or sweepstakes (each, a “Promotion”) through the Services or based upon your ownership of a S1C NFT. Participation in any Promotion is subject to the official rules governing that Promotion (“Official Rules”) and applicable laws. S1C may announce Official Rules in connection with any Promotion, but regardless of whether specific rules are announced, all such opportunities will be controlled by the Terms, and applicable laws, unless explicitly superseded by Official Rules, the terms of which shall control in the event of any inconsistency with these Terms. We may limit Promotions to persons in certain jurisdictions. Depending on applicable laws in the jurisdiction in which you reside, you may not be eligible to participate in any Promotion. The Official Rules of each Promotion will dictate the criteria for eligibility in the Promotion. If you choose to participate in a Promotion, S1C may collect your personal information, such as your name, address, age, telephone number, email address, or other contact information. In addition, as a condition to receiving any awards or prizes for participating in such Promotions, you may be required to provide additional information, to sign a release, or to authorize the use of certain biographical or other information about you in S1C’s advertising and marketing materials. Please also be aware that if a third party administers the Promotion, your participation may be subject to additional terms and conditions, and you should specifically read such third party’s rules, terms of service, and privacy policies before participating. You agree that S1C is not responsible for such third parties’ actions or inactions with respect to such Promotions.

 

‍18. Jurisdictional Issues.  It is strictly prohibited for you to use or access the Services in or from any jurisdiction where the Services or any content or information therein are restricted, forbidden, or unlawful under applicable laws in such jurisdiction. S1C makes no representation that the Services are appropriate, lawful, or available for use in any jurisdictions outside the United States. If you choose to access or use any of the Services from such other jurisdictions, you do so at your own risk, which you fully assume. You further represent and warrant that your use is in strict compliance with all applicable laws in your jurisdiction, with which you are solely responsible for compliance. S1C reserves the right, but is not obligated to limit the availability and quantity, if applicable, of the Services, the S1C NFTs, or any other product or service provided by S1C, to any person, geographic area, or jurisdiction, at any time and in S1C’s sole discretion.

 

‍19. Export Control. Any software or application of or available on or in the Services is and S1C NFTs may be subject to United States export controls or similar applicable laws in other jurisdictions.  No software or application or S1C NFT may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or which is subject to other applicable U.S. trade sanctions; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.  If applicable, by downloading or using any such software or application or by transferring or selling a S1C NFT, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, regardless of whether such transmission is permitted under the Terms or by applicable law.

 

‍20. Unsolicited User Ideas.  S1C does not accept or consider unsolicited ideas, including ideas for new promotions, products, applications, technologies, processes, or other ideas or inventions (collectively, “User Ideas”).  You must not transmit any User Ideas to or through the Services or to S1C that you consider to be confidential or proprietary. You agree that any and all User Ideas are non-confidential and non-proprietary and need not be treated as confidential and/or proprietary.  You are solely responsible and liable for any User Ideas. You agree that by submitting any User Idea or other information to S1C, including any concepts, know-how or ideas, you hereby transfer all rights in such User Idea to S1C (and its successors and assigns), without payment or accounting to you or others. S1C is not obligated to review, evaluate, publish, or use any User Idea.

 

‍21. Termination.  Your right to access and use the Services and S1C NFT benefits will remain effective until terminated in accordance with the Terms. S1C may delete, suspend, terminate, revoke, cancel, or block your access to the Services; suspend, terminate, modify, or delete your username’s access to the Services; or suspend, terminate, modify or delete your ability to obtain or access any of the S1C NFT benefits (each, a “termination”), with or without notice to you, at any time for any reason or for no reason, including without limitation, for violation or suspected violation of the Terms. Upon termination, your right to access and use the Services and Materials and/or the benefits of your S1C NFT will immediately cease.  In addition to its termination rights, S1C also reserves the right to refuse service to anyone and to remove any content or Submission for any reason whatsoever in its sole discretion. Your license to your S1C NFT shall automatically terminate without notice, and all rights shall revert back to S1C if at any time you: (a) breach any of the Terms; (b) engage in illegal or unlawful activity related to any S1C NFT; (c) initiate any legal action against S1C or its successors or assigns, except as set forth in Section 29 herein; or (d) disparage S1C or any of its representatives.

You agree that S1C will not have any liability to you for any such termination, for any time spent by you accessing or using the Services, for the loss of any S1C NFT benefits, and/or your information or data contained in or used with the Services, or for any other reason whatsoever.  

All provisions of the Terms that may reasonably be construed as surviving the termination of the Terms will survive any termination of the Terms.

22. Assumption of Risk. You hereby agree to assume all risks associated with the following:

 

‍ a) Volatility and Value. The prices of S1C NFTs are subjective and extremely volatile. The S1C NFT has no inherent or intrinsic value. Fluctuations in the price of cryptocurrencies can adversely and materially affect the value of any S1C NFT. S1C does not provide any guarantee that any S1C NFT will retain the original mint value or any value, as the value of the S1C NFTs is inherently subjective and subject to factors outside of S1C’s control. 

b) Ethereum Blockchain. S1C does not send, receive, or store any S1C NFTs. All transactions occur solely within the Ethereum blockchain and not on any systems or networks controlled by S1C. Transactions involving S1C NFTs are generally irreversible. Losses due to fraudulent or accidental transactions are generally not recoverable.

c) Inherent Risks with NFTs and Cryptocurrency. There are many risks with NFTs and the use of cryptocurrencies. These may include, but are not limited to, malicious software or apps, fraudulent transaction or NFTs, unauthorized access to and transactions from cryptocurrency wallets, and failure in software, hardware or internet connections. S1C has no liability for any of these, or other, risks.

d) Taxes. You are solely responsible for determining if there are any taxes applicable to your mint, purchase, sale, transfer, receipt or any other transaction related to your S1C NFT. S1C is not responsible for determining, calculating, or paying any such applicable taxes.

e) Uncertainty of Legal Landscape. The laws and regulations governing blockchains, cryptocurrencies, and NFTs are uncertain and being developed and issued and ruled upon. As such, there may be new laws and regulations that may materially adversely affect S1C NFTs or the sale or transfer thereof.

23. Disclaimers.

 

THE S1C NFTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, PRODUCTS OR SERVICES OBTAINED ON OR AVAILABLE THROUGH THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE S1C NFTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, FORUMS, PRODUCTS, INFORMATION, AND SERVICES PROVIDED ON OR THROUGH THE SERVICES, IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, S1C AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, EMPLOYEES, AND AGENTS, DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF CONDUCT OR PERFORMANCE OR USAGE OF TRADE.

 

S1C AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, EMPLOYEES, AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE S1C NFTS OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, FORUMS, PRODUCTS, INFORMATION, OR SERVICES AVAILABLE ON OR THROUGH THE SERVICES, WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR S1C NFTS (OR ANY PART THEREOF), THE SUBMISSIONS, THE SERVER(S) ON WHICH THE S1C NFTS OR SERVICES ARE HOSTED, OR ANY MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON THE SERVICES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THE S1C NFTS ARE DIGITAL INTANGIBLES AND EXIST ONLY ON THE ETHEREUM BLOCKCHAIN AS RECORDED BY THE MINT AND ANY SECONDARY TRANSACTIONS. S1C HAS NO CONTROL OVER THE ETHEREUM BLOCKCHAIN AND MAKES NO GUARANTEES THAT ANY MINT OR TRANSACTION WILL OCCUR, WILL BE ERROR-FREE, WILL BE AVAILABLE, OR WILL EFFECTIVELY TRANSFER ANY S1C NFT.  YOU HAVE THE SOLE RESPONSIBILITY TO VERIFY THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ALL NFTS YOU MINT AND/OR PURCHASE, INCLUDING S1C NFTS. NOTWITHSTANDING ANY MESSAGES IN YOUR WALLET THAT SUGGEST VERACITY OR VERIFICATION, S1C MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY S1C NFT NOT MINTED ON S1C’S WEBSITE. 

NO OPINION, ADVICE, OR STATEMENT OF S1C OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS, EMPLOYEES OR VISITORS, WHETHER MADE ON OR IN THE SERVICES, IN THE MATERIALS, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.  BECAUSE SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

 

‍24. Limitation of Liability. You understand and agree that your access and use of and participation in the Services is strictly voluntary. By your access and use of or participation in the Services, you agree not to attempt to hold S1C liable for any decisions, actions, inactions, or results that you make or experience, whether personally, in business, or otherwise, due to your access or use of or participation in the Services, at any time, under any circumstance.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER S1C NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE OR WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOST REVENUES OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, THE S1C NFTS, THE SUBMISSIONS, ANY LINKED SERVICES OR ANY CODE, MATERIALS, OR SERVICE LICENSED, ACCESSIBLE OR USABLE THROUGH THE SERVICES, EVEN IF S1C HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, S1C ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AVAILABLE ON THROUGH THE SERVICES OR IN THE S1C NFTS; (II) PERSONAL INJURY (INCLUDING ANY MEDICAL ISSUES) OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF ANY OF THE SERVICES OR S1C NFTS; (III) TO THE MAXIMUM EXTENT PERMITTED UNDER S1C’S PRIVACY POLICY, ANY UNAUTHORIZED ACCESS TO OR USE OF S1C’S SYSTEMS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN (IF ANY); (IV) INTERRUPTION OR CESSATION OF AVAILABILITY OF THE S1C NFT FILES; (V) INTERRUPTION OR CESATION OF TRANSMISSION TO OR FROM THE SERVICES; (VI) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, THE S1C NFTS OR S1C SERVERS OR SYSTEMS BY ANY THIRD-PARTY; (VII) ANY ERRORS OR OMISSIONS IN ANY S1C NFT OR CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OR PURCHASE OF ANY S1C NFT OR CONTENT TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VIII) USER ERROR, INCLUDING FORGOTTEN, SHARED, OR LOST PASSWORDS AND SEED PHRASES, INCORRECTLY CONSTRUCTED TRANSACTIONS, AND MISTAKES IN LISTING PRICES OR WALLET ADDRESSES; (IX) CORRUPTED OR DAMAGED CRYPTOCURRENCY WALLETS; (X) FAILURE, CORRUPTION OR ERROR IN OR OF THE ETHEREUM BLOCKCHAIN, THE S1C SMART CONTRACT, OR ANY OTHER SOFTWARE, APP, SITE OR PLATFORM USED WITH RESPECT TO THE S1C NFTS; AND/OR (XI) DEFAMATORY, DISPARAGING, HARASSING, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY.YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, INCLUDING ANY MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON OR IN THE SERVICES, FORUMS, SUBMISSIONS, MATERIALS, INFORMATION OR PRODUCTS OR SERVICES AVAILABLE ON, THROUGH OR IN THE SERVICES IS TO STOP USING THE SERVICES, FORUMS, SUBMISSIONS, MATERIALS, INFORMATION, OR PRODUCTS OR SERVICES, AS APPLICABLE. FOR THE SERVICES WHICH ARE PAID FOR OR ARE NOT PROVIDED FOR FREE AND FOR THE S1C NFTS, THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF S1C FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN STRICT LIABILITY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO S1C IN THE PRECEDING SIX (6) MONTHS, IF ANY, FOR THE S1C NFT OR TO ACCESS OR USE THE PAID SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR THE SERVICES WHICH ARE UNPAID OR PROVIDED FOR FREE, THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF S1C FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN STRICT LIABILITY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE $50 US. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND ANY OF THE FOREGOING LIMITATIONS.

YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS OF USE SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 24 APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF S1C HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY ADDITIONAL LEGAL RIGHTS WHICH YOU MAY HAVE AS A CONSUMER REMAIN UNAFFECTED BY THESE TERMS. THE LIMITATIONS OF LIABILITY IN THIS SECTION 24 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND S1C OR AN EMPLOYEE, AGENT, OR REPRESENTATIVE OF S1C CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER. MULTIPLE CLAIMS WILL NOT INCREASE THE MONETARY DAMAGES LIMIT STATED HEREIN. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT S1C OFFERS THE S1C NFTS AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, FORUMS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON, THROUGH OR IN THE SERVICES, IN RELIANCE UPON THE ABOVE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, THAT THESE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND S1C. S1C WOULD NOT BE ABLE TO PROVIDE THE S1C NFTS OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MATERIALS, FORUMS, INFORMATION, PRODUCTS AND SERVICES PROVIDED ON, THROUGH OR IN THE SERVICES, TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY.

25. Indemnification. You agree to indemnify, defend and hold harmless S1C, its subsidiaries, affiliates, licensors, suppliers, advertisers and sponsors, and each of their directors, officers, employees, consultants, agents, other representatives, successors, heirs, and assigns from and against any and all claims, damages, losses, costs (including without limitation, reasonable attorneys’ fees and expenses) and other costs and expenses that arise directly or indirectly out of or from or are related to: (a) any allegation that you violated any applicable law or the rights of any third party, including, but not limited to, any allegation that any Submission, User Idea, or any other content or information you post, submit to S1C or transmit to or through the Services, including the Forums, infringes or otherwise violates the copyright, trademark, trade secret, or other intellectual property or any other right of any third party; (b) your breach or violation of the Terms, including the Codes; (c) your access to and use of or inability to use any of the S1C NFTs, the Services, the Materials or the Submissions; (d) any viruses, spyware, or other similar harmful or intrusive program code posted, submitted or transmitted by you to or through the Services or to S1C or any other user of the Services or S1C NFT token-gated services; and/or (e) any claim that one of your transmissions or postings, Submissions, or User Ideas caused or is alleged to have caused (and/or is causing) damage to a third party, including without limitation, libel, defamation, loss of or harm to reputation or any other damage whatsoever. S1C and its successors and assigns reserve the right, at their own expense, to participate in and/or assume control of the defense of any matter subject to indemnification by you under this Section 25.  You agree to immediately and fully cooperate with S1C and its successors and assigns for all such indemnification matters.

 

‍26. Notice for California Users.  Under California Civil Code Section 1789.3, California website users are entitled to 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 California Department of Consumer Affairs, Consumer Information Center, 1625 North Market Boulevard, Suite N-112, Sacramento, California  95834, or by telephone at (916) 445-1254 or (800) 952-5210 in order to resolve a complaint regarding the services or to receive further information regarding use of the service. You may have the Terms mailed to you electronically by sending a letter to Schedule 1, LLC using the contact information set forth herein.

 

27. System Outages. S1C and its third-party providers periodically schedule system downtime for the Services and the systems on which they are hosted for maintenance and other purposes. Unplanned system outages may also occur, including, without limitation, for unexpected maintenance. You agree that S1C has no responsibility and is not liable for: (a) the unavailability of any of the Services, Forums, the Materials or the S1C NFT graphic files; (b) any loss of materials, data, transactions, or any other information or materials caused by such system outages; (c) the resultant delay, mis-delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, the Materials or S1C NFT files, any Internet service providers, any Internet facility or network, any distributed or decentralized network or service provider, or any cellular providers or services. In addition, the availability of the Services and S1C NFT token-gated services may be restricted or disturbed, from time to time, in the following cases: (i) disruption of your Internet connection or cellular network; (ii) service failure of your own device(s); (iii) failure to update to the current version of the software or apps required to access or use the Services; or (iv) due to a Force Majeure Event (a “Force Majeure Event means any cause or circumstance beyond the reasonable control of S1C, including, but not limited to, pandemics, epidemics, natural disasters, wars, civil unrest or social conflicts).

 

28. Statute of Limitations. Any claim or cause of action arising out of or related to the Terms, use of the Services, your S1C NFT, and/or your Submissions or User Ideas (collectively, “Disputes”) must be filed within one year after such Dispute arose regardless of any statutes or law to the contrary.  In the event any Dispute is not filed within such one-year period, you agree that such Dispute is forever barred.

29. Choice of Law/Venue/Dispute Resolution.  The Terms are governed by and construed in accordance with the laws of the State of California, without regards to its principles of conflicts of law that would require the application of the laws of another jurisdiction.  All Disputes between you and S1C shall be exclusively resolved by binding arbitration as set forth below. BY AGREEING TO ARBITRATE DISPUTES, EACH PARTY IS GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN A COURT OF LAW BEFORE A JUDGE OR JURY. EACH PARTY FURTHER ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE BY AGREEING TO ARBITRATE DISPUTES, EACH PARTY FURTHER KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY DISPUTE BE TRIED BY A JURY. EACH PARTY FURTHER ACKNOWLEDGES THAT THIS JURY TRIAL WAIVER MAY DEPRIVE IT OF AN IMPORTANT RIGHT AND THAT IT HAS KNOWINGLY AND VOLUNTARILY AGREED TO WAIVE SUCH RIGHT.

Any Disputes involving a claim of less than $5,000 must be resolved exclusively through binding non-appearance-based arbitration.  A party electing such arbitration shall initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA).  The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes (see www.adr.org for more information).  In addition, you and S1C agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Any Disputes involving a claim for more than $5,000 shall be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”). The arbitration shall be initiated and conducted according to the AAA Commercial Arbitration Rules (see www.adr.org for more information), except as modified herein. The arbitration shall be conducted in San Diego, CA before a single, neutral arbitrator appointed in accordance with the arbitration rules cited herein, and whose decision will be final, except for a limited right to appeal under the FAA.  The arbitrator shall have the authority to hear and grant motions to dismiss and/or motions for summary judgement, and shall issue written opinions resolving such motions, if submitted. The parties to the arbitration shall have the full right to discovery in accordance with the California Code of Civil Procedure. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award.  If either party refuses to perform any or all of its obligations under the final arbitration award (following, appeal, if applicable) within thirty (30) days of such award being rendered, then the other party will have the right to enforce the final award in any court of competent jurisdiction in San Diego, CA. The party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including, without limitation, attorneys’ fees. The parties shall use reasonable efforts to maintain the confidential nature of the arbitration proceeding.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR DISPUTE UNDER THE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR DISPUTE, INCLUDING ANY ARBITRATION OR DISPUTE INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ACTION ARBITRATION PROCEEDINGS OR ANY PROCEEDINGS IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY SHALL BE PERMITTED. PROCEEDINGS TO RESOLVE, ARBITRATE OR LIGITATE (IF APPLICABLE) A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.  

30. Mobile Terms. To use the Services and S1C NFT token-gated services on your mobile device, you must have a wireless mobile device with cellular or wireless service through a participating mobile service provider. You may be able to subscribe to receive, from time to time, SMS messages (text messages) from S1C. Any subscription SMS will include instructions for unsubscribing, which may vary depending on how you obtain access to the Services. You agree that are solely responsible for all message and data charges that you incur from your mobile service provider for your use of the Services. Please contact your mobile service provider for pricing and details. S1C makes no representations concerning your ability to access the Services from a mobile device or concerning any fees you may incur in connection therewith.

 

‍31. Notices. All notices required or permitted to be given under the Terms must be in writing and shall be given by personal delivery, registered or certified mail, or Federal Express or other nationally recognized courier service which regularly tracks its packages, and if to you, to the email, direct message and/or postal address associated with your account or which you have provided to S1C via anywhere in or on the Services, via telephone, or via email or regular mail. Notices, if personally delivered, shall be deemed to have been received on the date of delivery; if by registered or certified mail, on the third business day after mailing; if by Federal Express or email, on the second business day after deposit with the service. You may not send any notices under this Section to S1C via email.

‍32. Miscellaneous. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.  This is the entire agreement between you and S1C relating to the subject matter herein and supersedes any and all prior or contemporaneous written, oral, or implied agreements or understandings between us with respect to such subject matter, except the applicable Privacy Policy which remains valid and in full force and effect.  Except for the transfer of your S1C NFT and the associated obligations, rights and licenses that transfer with it, the Terms are not assignable, transferable, delegable, or sublicensable by you except with S1C’s prior written consent, which S1C may withhold, delay, or condition in its sole and absolute discretion. 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.  No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms. Any heading, caption or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. S1C’s performance of the Terms is subject to existing laws and legal process, and nothing contained in the Terms is in derogation of S1C’s right to comply with governmental, court, and law enforcement requests or requirements relating to your access, registration, purchase, download, installation and/or use of the Services or the Materials, or information provided to or gathered by S1C with respect to such access, registration, purchase, download, installation and/or use. A printed version of the Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All correspondence relating to these Terms must be written in English.