Terms of Service
Click Terms of Service
This Agreement is between you and Click Collection Inc. (“Click”) concerning your use of the website located at www.clickcollection.io (including any successor sites and any other website, mobile app, marketplace or software that we operate or make available for the sale of NFTs)and any content, products or services that we make available there (collectively, the “Services”).
The Services may allow users to mint and buy non-fungible tokens on distributed digital ledgers or blockchains (“NFTs”) that contain orcorrespond to digital artistic media, including artworks, photographs and artist ephemera (“Artworks”). For ease of reference, we refer to NFTs originally acquired through the Services as “Click NFTs” and a Click NFT together with the license rights in the corresponding Artwork, if any, as a “Digital Item.”
When we say, “we,” “us” or “our,” we mean Click and its affiliates and its and their employees, officers, directors, shareholders, agents, representatives, licensors, suppliers and service providers.
1. Acceptance.Click makes the Services available subject to this Agreement. Click may update or make changes to this Agreement from time to time in its sole discretion, which changes it may provide to you by any reasonable means, including by posting the revised version of this Agreement through the Services. You can determine when this Agreement (and other terms and policies posted through the Services) was last revised by referring to the “Last Updated” legend at the top of this Agreement. Our failure to provide, or your failure to receive, notice of any updates or changes to this Agreement shall not affect the validity, effectiveness or applicability to you, of such updated or changed terms.
2. Changes to Services. Certain features of the Services are available at no charge, while others may require payment. Clickmay, at any time and from time to time, temporarily or permanently, in whole or in part: modify or discontinue the Services, with or without notice; charge fees in connection with the use of the Services; modify or waive any fees charged in connection with the Services with or without notice; or offer opportunities to some or all users of the Services with or without notice to you. You agree that we won’t be responsible or liable to you or any third party for any modification, suspension or discontinuance of the Services or any content, feature or product offered through the Services, in each case in whole or in part. Your continued use of the Services after such changes will indicate your acceptance of such changes.
3. Registration. You may need to provide your e-mail address, register, create an account, or connect your blockchain wallet, e.g., Torus Wallet or MetaMask (your “Wallet”), to use all or part of the Services or to make purchases. You represent, warrant and covenant to us that all information you submit to the Services is complete and accurate, and you will promptly notify us if any such information changes. We may reject, or require you to change, any username, password or other information that you provide to us in registering or updating your registration. Your username and password are for your personal use only and should be kept confidential. You are responsible for maintaining the security of your username and password. You are also responsible for any use or misuse of your username or password, and you must promptly notify Click of any unauthorized use of your username, password, or Services account. You shall not permit others to use your username and password. We may require you to provide additional information to qualify to participate in certain transactions, including completing anti-money laundering or anti-terrorism financing checks, and we may refuse to register you to participate in such transactions and cancel the contract for sale if we later determine that you did not qualify.
4. Buying NFTs.
Pricing & Payment. We will provide pricing and payment terms through the Services at or near the point of sale. All sales are final, and your payment obligations are binding as soon as you authorize any purchase with your Wallet. Except as required by law, we do not and will not provide refunds. In the event there is any problem with a Digital Item you’ve purchased, our sole and exclusive potential liability to you will be to repair or replace such Digital Item.
Taxes. You’re responsible to pay, and are liable for, any and all sales, use, value-added and other taxes, duties, and assessments now or later claimed or levied by any governmental authority, associated with your use of the Services, including any taxes that may become payable as the result of your purchase, ownership, transfer, or sale of Click NFTs or Digital Items.
Buyer Warranties. You represent, warrant and covenant to us that: (i) the funds you use to buy Click NFTs aren’t connected with any criminal activity, including tax evasion, and you are neither under investigation, nor have you been charged with or convicted of money laundering, terrorist activities or other crimes; and (ii)(A) you’re participating in a transaction as principal and not on behalf of anyone else; or (B) you’re participating in a transaction on behalf of another person and: (1) you’ve conducted appropriate due diligence on the ultimate buyers in accordance with all applicable anti-money laundering and sanctions laws, we can rely on this due diligence, and you shall retain any associated documentation for at least five years, which you shall make available for immediate inspection by a third-party auditor upon our request; (2) the arrangements between you and the ultimate buyers do not, in whole or in part, facilitate tax crimes; and (3) you neither know nor have reason to suspect, that the funds used to buy any Click NFT are connected with the proceeds of any criminal activity, including tax evasion, or that theultimate buyers are under investigation, or have been charged with or convicted of moneylaundering, terrorist activities or other crimes.
5. Collector Terms.
NFTs vs. Artworks. f you mint or buy a NFT through the Services, the blockchain will identify your public blockchain address as the owner of the NFT. You may receive a limited license to the corresponding Artwork as described in this Agreement. But other than that license, you do not have any rights in the Artwork, all of which we reserve.
Click NFTs Acquired from Others. You agree that this Agreement applies to any Click NFTs you may acquire from third parties. You also agree that, if the third party from whom you purchased any Click NFT fails to pay any amounts due to us in connection with the transfer to you, we may refuse to provide you with access to the Services until all such amounts have been paid.
Click NFTs are Not Securities. You represent, warrant and covenant to us that your purchase of Click NFTs is and will remain solely for your personal use and enjoyment. YOU UNDERSTAND THAT BUYING A CLICK NFT IS AKIN TO BUYING A PHYSICAL ARTWORK, AND IS NOT AN INVESTMENT IN US OR ANY OTHER BUSINESS, AND YOU REPRESENT, WARRANT AND COVENANT TO US THAT YOU HAVE NO EXPECTATION OF PROFIT BASED ON ANY OF OUR ACTIVITIES OR THOSE OF ANY OTHER BUSINESS. YOU SHALL NOT PROMOTE OR MARKET ANY CLICK NFT AS AN INVESTMENT IN US OR ANY OTHER BUSINESS, OR OTHERWISE STATE OR SUGGEST THAT POTENTIAL BUYERS OF CLICK NFTS MAY EXPECT TO PROFIT FROM THEIR PURCHASE OR SALE OF CLICK NFTS. You also acknowledge that we don’t control or have the ability to influence the market for Click NFTs (including the market for the artists of the associated Artwork), and such markets are affected by many factors unrelated to any of our efforts, including changing tastes and collector preferences, new gallery representations, future museum exhibitions and retrospectives of the artist’s work, prospective curatorial support and commentary, future artistic production of the artist, and general economic conditions. Accordingly, you understand and agree that you are not relying upon our efforts to impact the value of any Click NFTs you purchase.
License to Artworks. SUBJECT TO AND CONDITIONED UPON YOUR COMPLIANCE WITH THIS AGREEMENT, AND EXCEPT AS OTHERWISE PROVIDED IN TERMS APPLICABLE TO A PARTICULAR CLICK NFT, for as long as you own a Click NFT, we grant you a limited, personal, non-exclusive, non-sublicensable, non-assignable (except pursuant to your transfer of the Click NFT), worldwide license to display and perform the corresponding Artwork uniquely identified by the Click NFT, solely and exclusively for personal, non-commercial use. We grant you no other rights, whether express or implied, with respect to any Digital Item (in whole or in part), all of which we reserve. In particular, you receive no rights under any patent, trademark, trade secret or other intellectual property or proprietary right. This is true even if your exercise of any rights granted herein would be prevented, frustrated or impaired without such a license.
Restrictions. You may not modify or prepare any derivative work based upon any Digital Item, or commercialize any Digital Item, in whole or in part, or anything including or embodying it. Your license doesn’t permit you to, and you won’t, and you won’t authorize, permit or assist any third party to:
exercise any of the rights granted herein in any way that results in direct or indirect compensation, financial benefit or commercial gain of any kind to you or any third party, other than selling the Digital Item in its entirety;
delete, remove or obscure any trademark notice, copyright notice or other proprietary rights notice on or in any Digital Item;
register or attempt to register any trademark or copyright or otherwise acquire intellectual property rights in or to any Artwork;
exercise any of the rights granted herein to create, endorse, support, promote or condone any content, material or speech that is defamatory, obscene, pornographic, indecent, abusive, offensive, harassing, violent, hateful, racist, discriminatory, inflammatory or otherwise objectionable or inappropriate as we determine in our sole discretion;
use any Digital Item, in whole or in part, except as expressly authorized in this Agreement, or exercise any of the rights granted herein in any manner that violates applicable laws or regulations; or
use any Digital Item, in whole or in part, in connection with any product, service, business, lobbying effort, political campaign, or message, or in any manner that could suggest or imply our sponsorship, affiliation or endorsement of any product, service, business, lobbying effort, political campaign, or message, or in any manner that is likely to cause confusion or dilute, blur or tarnish our rights in the Digital Item. Any use of a Digital Item, including any goodwill generated by such use, will inure to our benefit.
create, offer for sale, or sell fractionalized interests in any Click NFT or Digital Item;
separate, unlink, or decouple any Artwork from the corresponding Click NFT; or
use any Click NFT or Artwork to create, offer for sale, advertise, promote, or sell anything, including any other NFT.
Transferring Click NFTs. Unless you are otherwise prohibited from doing so by contract or applicable law, you may transfer a Click NFT to another party, provided that:
before making the transfer, you provide written notice to the intended transferee (i) of this Agreement and (ii) that their exercise of rights in the Digital Item are and will remain subject to and conditioned upon their acceptance to be bound by the terms of this Agreement (which notice may be provided in the sales listing for the Digital Item);
you make the transfer on a platform that (i) verifies that the blockchain identifies your public blockchain address as the owner of the corresponding Click NFT and (ii) conforms to the highest industry standards and customs regarding royalty collection and payment;
the transfer complies with applicable laws and regulations, and with the terms of the platform on which you effect the transfer;
you pay (or cause to be paid) the applicable royalty in accordance with Section5(g) (Royalty) below;
you assign any license to the corresponding Artwork in its entirety (i.e., you retain no rights) to the same party.
Royalty. When you transfer any Click NFT, you shall pay us (or cause to be paid to us) a royalty equal to the amount paid by the transferee (without deductions of any kind) multiplied by the applicable percentage provided on the Services, in the metadata of the Click NFT’s smart contract, or in the smart contract itself. The platform on which you make the transfer may automatically collect and pay us the royalty, which payment would fulfill your obligation to pay the applicable royalty. You shall pay all fees (e.g., “gas,” platform fees) and taxes (other than taxes on our net income) associated with the transfer and won’t deduct any such amounts from the applicable royalty. You shall pay all such amounts to an account or blockchain address that Click designates in cryptocurrency acceptable to Click. IF YOU OBTAIN A DIGITAL ITEM FROM A THIRD PARTY WHO HAS NOT PAID THE ROYALTY DUE IN CONNECTION WITH SUCH TRANSFER, YOU OBTAIN NO LICENSE TO THE CORRESPONDING ARTWORK (AND FOR CLARITY, THE LICENSE IN SECTION 5(d) (License to Artworks) ABOVE, IF APPLICABLE, DOES NOT APPLY TO YOU WITH RESPECT TO THE CORRESPONDING ARTWORK) UNLESS AND UNTIL WE HAVE RECEIVED SUCH ROYALTY.
6. Rules of Conduct. While using the Services, you will comply with all applicable laws and regulations and your contractual obligations to third parties. In addition, we expect users of the Services to respect the rights and dignity of others. Your use of the Services is conditioned on your compliance with the following rules of conduct, and your failure to comply with such rules may result in suspension or termination of your access to the Services. You will not, directly or directly:
Use the Services for any fraudulent or unlawful purpose.
Post, transmit, or otherwise make available, through or in connection with the Services:
Any material that could give rise to criminal or civil liability.
Any virus, worm, Trojan horse, Easter egg, time bomb, malware, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, circumvent, or hijack the operation of, or to monitor the use of, any hardware, software or equipment (collectively, “Viruses”).
Use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Services (e.g., by “scraping”).
Impersonate any person or entity, including any of our representatives; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services; or express or imply that we endorse any statement you make.
Use or attempt to use another user’s account without authorization both form that user and from us.
Create user accounts, connect blockchain wallets to the Services, make purchases, or interact with the Services, in each case by automated means, scripts, or bots.
Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks.
Attempt to circumvent any content-filtering techniques or attempt to access any feature or area of the Services that you aren’t authorized to access.
Deploy or use any application that interacts with the Services without Click’s authorization.
Restrict or inhibit any other person from using the Services (including by hacking or defacing any portion of the Services).
Reproduce, duplicate, copy, sell, resell or otherwise use the Services for any purpose not expressly authorized in this Agreement, including by exploiting for any commercial purpose any portion of, use of, or access to the Services.
Modify, adapt, translate, reverse engineer (except as expressly permitted by applicable law), decompile or disassemble any portion of the Services, or otherwise access or use the Services for purposes of creating a product or service that competes with any of our products or services.
Remove any copyright, trademark, patent or other proprietary rights notice from the Services or from materials originating from the Services.
Systematically download and store Services content.
Use any bot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Services content or reproduce or circumvent the navigational structure or presentation of the Services. Notwithstanding the foregoing, Click grants the operators of public search engines permission to use so-called “spiders” to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Click may revoke these exceptions either generally or in specific cases.
Frame or mirror any part of the Services.
Attempt to increase or otherwise manipulate the price of a Digital Item, for example, by bidding on Click NFTs that you own, buying or selling Click NFTs that you own (e.g., from one Wallet to another Wallet that you control), or making offers with no bona fide intent to purchase.
Engage in activity that artificially increases view counts, likes or other metrics.
Use the Services to engage in any financial activity that requires registration or licensing.
You represent and warrant to us that neither you nor your financial institutions, nor any party that owns or controls you or your financial institutions, nor any party on behalf of which, or for the benefit of, you are purchasing a Digital Item, are: (a) subject to sanctions or designated on any list of prohibited or restricted parties, including lists maintained by the U.S. Government, the European Union or its member states, the U.N. Security Council, or any other applicable government authority; or (b) located in any country to which the United States has embargoed goods or against which the United States has applied sanctions.
You agree that you will not export or re-export, directly or indirectly, the Services or other information or materials that we make available to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
8. Technological Requirements. You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, equipment, software and services needed to access and use the Services, and paying all related charges. Some features of the Services may be facilitated through third-party application programming interfaces (“APIs”). We have no control over and bear no responsibility for third-party APIs, and the Services may be impacted by third-party API issues, including outages of or changes to third-party APIs.
9. Feedback. Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions or materials, whether through the Services, through our official social media channels, by e-mail or otherwise, and whether related to the Services or otherwise (collectively, “Feedback”), you acknowledge and agree that: (a) your provision of any Feedback is gratuitous, unsolicited and without restriction and doesn’t place us under any fiduciary or other obligation; (b) any Feedback isn’t confidential, and we have no confidentiality obligations with respect to such Feedback; and (c) to the extent permitted under applicable law, any Feedback will become Click’s sole property. Without limiting the foregoing, you grant to Click a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and you represent and warrant that you have all necessary rights to grant this license. Click may use Feedback for any purpose whatsoever without attribution or compensation to you or any other person. You are and remain responsible for the content of any Feedback.
10. Our Content. Our trade names, trademarks, service marks, trade dress and other indicia of origin include CLICK, CLICK COLLECTION, and any associated logos (collectively, “Our Trademarks”). All trademarks and service marks that appear on the Services other than Our Trademarks are the property of their respective owners. You may not use Our Trademarks, whether registered or unregistered, on or in connection with any product or service, including in any manner that is likely to cause confusion. The information and materials made available through the Services are and shall remain our property, and are protected by copyright, trademark, patent, or other proprietary rights and laws (such information and materials, including Our Trademarks, collectively “Our Content”). Subject to and conditioned on your compliance with this Agreement, and solely for so long as we permit you to access and use the Services, you may view one copy of any of Our Content on any single computer or device solely for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. Except as we expressly authorize in advance in writing, you shall not reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based upon (whether in whole or in part), all or any part of the Services or any materials made available through the Services (including Artworks). Nothing contained in the Services grants or should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Our Content without our express prior written consent.
11. Artwork Storage. We may store Artworks using our own or third-party platforms, such as the Interplanetary File System (“IPFS”). WE CAN’T AND DON’T GUARANTEE THAT ANY ARTWORK WILL REMAIN AVAILABLE ON IPFS OR ANY OTHER PLATFORM, AND WE WILL HAVE NO RESPONSIBILITY OR LIABILITY, NOR WILL COLLECTORS OR PURCHASERS HAVE ANY REMEDY, IF ANY ARTWORKS BECOME UNAVAILABLE. We recommend that you promptly download the associated Artwork (provided that you have the right to do so) in case it becomes unavailable through the Services or through the applicable third-party platform. We also recommend that you use an IPFS pinning service to keep a copy of the Artworks corresponding to your Click NFTs to ensure their continued hosting on the IPFS servers.
12. Third-Party Payment Providers. We may use third-party service providers to pay you or to enable you to pay us, for example, by credit card (such services, “Payment Services”). By submitting your account information for use in connection with Payment Services, you agree that: (a) Click may store your information, and process your information with any such Payment Services; and (b) we aren’t responsible or liable for any failures of any such Payment Services to protect such information adequately. The processing of payments will be subject to the terms, conditions and privacy policies of such Payment Services, in addition to this Agreement. You acknowledge that Click may change Payment Services and move your information to other third-party service providers from time to time. There may be fees associated with certain Payment Services, and you agree that you (and not we) will be responsible and liable for all such fees, including fees imposed on your transactions. You acknowledge and agree that we aren’t, and won’t be, responsible or liable for any Payment Service’s services, site, or acts or omissions.
13. Links. The Services may provide links to other websites and online resources. Because we have no control over such sites and resources, you acknowledge and agree that we aren’t responsible for the availability of such external sites or resources, and we neither endorse nor are responsible or liable for any content, advertising, products or other materials on or available through such sites or resources. Other sites and services may provide links to the Services with or without our authorization. We don’t endorse such sites or services, and aren’t and will not be responsible or liable for any links from those sites or services to the Services, any content, advertising, products or other materials available on or through such other sites or services, or any loss or damages incurred in connection therewith.
YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES, SERVICES, AND RESOURCES, INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SERVICES, AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH SITES, SERVICES AND RESOURCES.
Click has the right, at any time and in its sole discretion, to block links to the Services or any content in the Services through technological or other means without prior notice.
14. Communications. Click may communicate and transact with you electronically. Click may provide you with notices by posting them to the Services, by e-mail, or by postal mail, in our discretion. Click may also provide notices of changes to this Agreement or other matters by displaying such notices through the Services or by providing links to such notices through the Services. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We won’t be responsible for failures to fulfill any obligations due to causes beyond our control.
15. Local Laws. While we have designed the Services so that it may be used from virtually anywhere you can access the Internet, we can’t guarantee that the Services are appropriate for use everywhere. It is your obligation to ensure that your use of the Services complies with applicable local laws.
16. Term and Termination.
Term. This Agreement is effective until terminated.
Termination. Click may, in its sole discretion, terminate this Agreement or terminate or suspend your access to or use of the Services, in each case, in whole or in part and at any time and for any reason, including if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement.
Termination of Rights to Artworks. IF YOU BREACH THIS AGREEMENT, YOUR RIGHTS TO ANY ARTWORKS, INCLUDING ANY RIGHTS TO DISPLAY AND PERFORM THEM, WILL IMMEDIATELY TERMINATE WITHOUT NOTICE. Click may reinstate your rights by providing you with written notice of such reinstatement if Click, in its sole discretion, (a) concludes that you have cured the breach (if capable of cure), or (b) waives the breach. Click may disable functionality for the affected Digital Items through the Services and on third-party sites, apps, platforms, and services, including by prohibiting third-party sites, apps, platforms, and services from retrieving or displaying any corresponding Artwork, and take other steps to prevent unauthorized use of Digital Items. We won’t have any obligation or liability to you for taking such actions, and you won’t interfere or attempt to interfere with them. NOTWITHSTANDING THE FOREGOING, NEITHER TERMINATION OF YOUR RIGHTS IN ANY ARTWORK NOR TERMINATION OF THIS AGREEMENT DOES OR WILL AFFECT THE OWNERSHIP OF ANY CLICK NFT, WHICH IS GOVERNED BY A COMBINATION OF CODE (I.E., THE APPLICABLE BLOCKCHAIN) AND BACKGROUND LAW (E.G., WHERE THE BLOCKCHAIN FAILS TO REFLECT OWNERSHIP DUE TO THEFT OR OTHER CIRCUMSTANCES).
Effect of Termination. Upon any termination or suspension, your right to use the Services will immediately cease. You agree that any termination of this Agreement or termination or suspension of your access to or use of the Services may be effected without prior notice, and that Click may immediately deactivate or delete your password and username, and any or all related information and files associated with it, or bar any further access to such information or files. You agree that we won’t be responsible or liable to you or any third party for any termination of this Agreement or termination or suspension of your access to the Services or to any such information or files, and won’t be required to make such information or files available to you after any such termination or suspension.
Survival. The termination or expiration of this Agreement shall not affect the accrued rights and obligations of the parties or those representations, warranties, or other obligations that by their nature survive expiration or termination, including Sections 5 (Collector Terms), 9 (Feedback), 10 (Our Content), 14 (Communications) and 16 (Termination) through 22 (Miscellaneous).
17. Disclaimer; Risks.YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE PROVIDE THE SERVICES TO YOU “AS IS” AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICES AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SERVICES. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WE CAN’T AND DON’T GUARANTY THAT ANY CONTENT OF, OR PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH, THE SERVICES WILL BE FREE FROM VIRUSES AND/OR OTHER CODE THAT MAY HAVE CONTAMINATING OR DESTRUCTIVE ELEMENTS. IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF YOUR USE OF THE SERVICES. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, INCLUDING BLOCKCHAIN, CRYPTOCURRENCY AND SMART CONTRACTS. SOME FEATURES OF THE SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR USE OR MISUSE OF TECHNOLOGIES SUCH AS PUBLIC-PRIVATE KEY CRYPTOGRAPHY. BY USING SUCH FEATURES, YOU ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. ONCE WE HAVE TRANSFERRED A CLICK NFT TO THE WALLET YOU’VE SPECIFED, WE WILL HAVE NO RESPONSIBILITY OR LIABILTY TO YOU OR ANY THIRD PARTY ASSOCIATED WITH YOUR SUBSEQUENT LOSS OF THE CLICK NFT OR INABILITY TO ACCESS OR USE THE CORRESPONDING DIGITAL ITEM FOR ANY REASON.
In addition, we are not responsible or liable for, and you assume all responsibility, liability and risks associated with:
Any gain or loss in value of any Digital Items;
Acts or omissions of third parties, including Consensys Software Inc. (MetaMask’s licensor), Torus Labs Private Limited, or Interplanetary Networks, Inc.;
Problems caused by third-party software, hardware, technology, platforms or services, including telecommunications networks, the Ethereum Blockchain, Torus Wallet, MetaMask, or the Interplanetary File System;
Artists or others minting on another platform another NFT associated with the same Artwork corresponding to a Click NFT; or
The transfer, loss, or inability to demonstrate ownership or control of, any NFT.
While we try to maintain the integrity and security of the Services and the servers from which the Services are operated, we don’t guarantee that the Services will be or remain secure, complete or correct, or that access to the Services will be uninterrupted. The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any unauthorized third-party alteration to the Services, please contact us at firstname.lastname@example.org with a description of the materials at issue and the URL or location on the Services where such materials appear.
Moreover, the Internet or portions thereof may be subject to security breaches and other potentially harmful events. We are not responsible for any damage to any computer, software, hardware, equipment, content, data or other material resulting from any such security breach or harmful event, or from any Virus, bug, line failure, defect, delay in operation or transmission, deletion, error, fraud, interruption, omission, tampering, or unauthorized intervention, or any other technical or other malfunction.
You acknowledge and agree that you: (a) have received sufficient information to make an informed decision to buy the Click NFT, including reviewing the NFT, its metadata, and the storage system used for the Digital Item, and fully understand and accept their functions; (b) have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of, blockchain technology, NFTs, Digital Items, Wallets, and cryptocurrencies to understand these Terms of Service and to appreciate the risks and implications of purchasing NFTs; (c) have carefully considered the code of the Click NFT’s smart contract and understand and accept its functions and risks; and (d) assume all risks associated with purchasing and owning NFTs and other cryptographic tokens, including risks of (i) losing access to the token as a result of losing seed phrases, usernames, passwords, private keys or other account credentials, problems with digital wallets, custodial or purchaser error or malfunction, or other factors, (ii) hacking and security weaknesses (including in Click’s security), including phishing, mining, brute-force, birthday, denial-of-service, 51% and other attacks, (iii) failure to transfer the Click NFT to you due to mistyped addresses, an incorrectly constructed transaction, incorrectly programmed NFTs, data error, blockchain malfunction, or other technical error, (iv) unexpected surges in activity or other operational or technical difficulties, (v) telecommunications failure, (vi) legal or regulatory action, taxation, personal information disclosure, and other foreseeable and unforeseeable risks, (vii) uninsured losses, (viii) unanticipated circumstances or events, or (ix) the potential lack of a market for the resale of any Click NFT, (x) general economic, financial, political, regulatory, geographical or legal events that affect the NFT market in general, (xi) changes to the supply and demand for the artwork of the artist that is the subject of a Click NFT, (xii) adverse effects on the NFT market as a result of changes in the value of any cryptocurrency, (xiii) interruptions in services provided to Click or its users by third parties, or (xiv) degradation of the Click NFT or the Artwork over time as a result of natural progression of the digital format or the blockchain.
18. Release. To the fullest extent permitted by law, you irrevocably and unconditionally release, acquit and discharge us and our successors and assigns from any and all past, present and future claims, demands, damages, fees, costs, rights and causes of action, known or unknown, suspected or unsuspected, disclosed or undisclosed, existing or contingent, direct or derivative, that have existed or may have existed, or that do exist, arising out of or related to: (a) acts or omissions of third parties, including disputes between users, or (b) other matters for which you have agreed that we are not responsible or liable. In particular, you knowingly and voluntarily waive all rights and benefits that you may have as a result of Section 1542 of the California Civil Code, which states: “AGENERAL 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.”
19. Indemnity. You shall indemnify and hold us harmless, and at our election defend us, from and against all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including attorney’s fees) (collectively, “Claims”) arising from or related to: (a) your access or use of, or activities in connection with, the Services (including Click NFTs, Artwork, Digital Items, and payments); (b) your violation of this Agreement, any other policies posted through the Services, any applicable law or regulation or any agreement with any third party; (c) any disputes between you and another user or any third party; or (d) your failure to report or pay any taxes related to transactions that you make through or in connection with the Services. You are solely responsible for your interactions with any other users in connection with the Services, including disputes, and we will have no liability or responsibility with respect thereto. Click will control the defense and settlement of all such Claims, and you shall reasonably cooperate in such defense.
20. LIMITATION OF LIABILITY.WE WON’T BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, WE WON’T BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY CONTENT POSTED ON THE SERVICES BY US OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF $100 OR THE TOTAL AMOUNT, IF ANY, THAT YOU’VE PAID CLICK IN THE SIX MONTHS BEFORE YOUR CLAIM ACCRUED. IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, United States of America, without regard to any conflicts of law principles that would result in the application of the law of another jurisdiction. The UN Convention for International Sale of Goods shall not apply.
Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement whether under contract, tort, statute or any other legal theory, or the breach, termination or invalidity of this Agreement, shall be finally settled by binding arbitration (“Arbitration”) administered by the American Arbitration Association and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date such arbitration is noticed before one or more arbitrators appointed in accordance with such rules. The place of arbitration shall be New York County, New York. The Arbitration proceedings shall be confidential and in English. The award rendered by the arbitrator(s) shall be final and binding on all parties. Judgment on the award may be entered in any court of competent jurisdiction. Any Arbitration brought in connection with this Agreement will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No Arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. To the extent allowed under applicable law, you and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us, including any right to class arbitration or any consolidation of individual arbitrations. EACH OF YOU AND US WAIVE ANY RIGHT TO TRIAL BY JURY.
Time Limit on Claims. Any arbitration must be noticed within one year after the applicable claim accrued. Otherwise, the claim will be permanently barred, which means that the aggrieved party will not have the right to assert the claim.
Age. You represent and affirm that you’re of legal age to enter into this Agreement. You may not access or use the Services if you’re a minor, nor mint, purchase or sell NFTs. If you are under 18 years old, you may not access or use the Services.
Filtering. Parental control protections (such as computer hardware, software or filtering services) are commercially available that may help you to limit access to material that may be harmful to minors. Information about current providers of such protections is available on web sites such as GetNetWise and OnGuard Online. We don’t endorse any of the products or services listed at such sites.
Use on Behalf of Another Entity. If you access or use the Services on behalf of another person or entity, (i) all references to “you” throughout this Agreement will include that person or entity, (ii) you represent and warrant that you are authorized to enter into this Agreement on that person’s or entity’s behalf, and (iii) if you or that person or entity violates this Agreement, both you and that person or entity shall be jointly and severally responsible for such violation, including for any obligation to indemnify us.
Third-party Beneficiaries. Except as otherwise expressly provided in this Agreement, this Agreement doesn’t create any third-party beneficiary rights in any individual or entity that isn’t a party to this Agreement.
Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court, arbitration panel or other tribunal of competent jurisdiction, then (i) the validity, legality and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of this Agreement, shall not in any way be affected or impaired thereby; and (ii) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties.
Relationship of Parties. This Agreement doesn’t, and won’t be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us.
Assignment. You may not assign, transfer or sublicense any of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of their rights or obligations under this Agreement without restriction. Any attempt to assign this Agreement except as permitted under this section will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
No Waiver. No waiver by any party of any breach or default of this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default.
Headings & Interpretation. 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. “Including” means “including without limitation.”
Contact Us. If you have any questions regarding the Services or the meaning or application of this Agreement, please direct such questions to email@example.com. Please note that e-mail communications won’t necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following notice: If you have a complaint regarding the Site, please contact us by e-mailing firstname.lastname@example.org writing us at PO Box 3022, Shelter Island Heights, NY 11965 or calling us at (800) 820-8210.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
These Services and their contents ©2022 Click Collection Inc. All rights reserved by Click Collection Inc. and its licensors.