Impostors NFT Purchase and License Agreement
This Impostors NFT Purchase and License Agreement (this "Agreement") is a legally binding agreement by and between Impostors Protocol Ltd., the subsidiary of the Impostors Foundation ("Impostors" or "us") and any holder of any Impostors NFT (defined below) ("you" or "Holder"). Impostors and each Holder may be referred to throughout this Agreement collectively as the "Parties" or individually as a "Party". By purchasing or otherwise holding an Impostors NFT, you acknowledge that you have carefully read and agree to the terms of this Agreement.
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND IMPOSTORS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTIONS 14 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 14 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
Agreement to Terms. "Impostors NFT" refers to a non-fungible token (NFT) (i.e., a controllable electronic record recorded on a blockchain) that is minted by a smart contract deployed to the Ethereum blockchain at address 0x3110ef5f612208724ca51f5761a69081809f03b7, 0xc31085b262b3d57c649f8747e4f083685697176e, or 0xec7f8a34b97ac65caad3841659f2cd54285a3950, as applicable (the "Impostors Smart Contract"), and that, as of its genesis issuance, is linked to an image of Impostors Art, as applicable. "Impostors Art" means the digital art, e.g., a particular character or other 3D interactive asset with a combination of traits and statistics based on rarity, which may be from the Impostors Genesis Aliens, Impostors Genesis UFOs, and Impostors Genesis Pets collections, as it relates to the Impostors Game (as defined below), linked to a particular Impostors NFT, which images consists of elements compiled by the underlying Impostors Smart Contract, and owned by Impostors.
Additional Terms: Impostors NFTs may be available for purchase on one or more platforms, including but not limited to a platform with a website and interface located at https://impostors.gg/, (each, a "NFT Site"), which is not owned or operated by us. The access and use of the NFT Site is subject to the separate terms of the NFT Site. If there is a conflict between the NFT Site terms and this Agreement with respect to the Impostors NFT and/or the Impostors Art, this Agreement controls.
Ownership of Impostors NFT.
When Holder holds an Impostors NFT and owns a digital wallet that holds such Impostors NFT, as recorded by the Impostors Smart Contract, Holder owns all personal property rights to that Impostors NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that Impostors NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Impostors Art. Such rights are licensed pursuant to Section 3 below. In accordance with your personal property rights, as identified above, at no point may we seize, freeze, or otherwise modify the ownership of any Impostors NFT.
You may participate in the sale and purchase of the Impostors NFT by linking your digital wallet(s) on supported bridge extensions, which allows you to purchase, store, and engage in transactions using a currency acceptable to us. Before purchasing an Impostors NFT, we may ask you to download a supported electronic wallet extension and connect and unlock your digital wallets with that extension. Once you submit an order to sell or purchase an Impostors NFT, your order is passed on to the applicable extension, which completes the transaction on your behalf.
Holder represents and warrants that it will not transfer an Impostors NFT in any subsequent transaction to a Transferee that is (i) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (ii) listed on any U.S. Government list of prohibited or restricted parties ("Prohibited Transferees"). A "Secondary Transaction" means any transaction in which an Impostors NFT is sold by one holder to another holder after the initial purchase of the Impostors NFT.
Holders may be offered utility, benefits, or entitlements, including, but not limited to, use of the Impostors NFT in connection with the Impostors interactive entertainment application offered by a third party (such entertainment application, the "Impostors Game") (collectively, "Utility") from time to time, but this Agreement does not confer any Utility except as granted by the licenses set forth in Section 3. Super Studios makes no assurances of any Utility. Any Utility may be subject to other terms and conditions. Super Studios will not be responsible in any manner for any Utility offered by any third party.
Super Studios has no obligation to support the resolution of, or resolve any, dispute that may arise between Impostors NFT holders.
Non-Commercial License. Subject to your compliance with this Agreement, Impostors hereby grants to you, for so long as you hold an Impostors NFT (as recorded by the Impostors Smart Contract), a non-exclusive, worldwide, royalty-free, revocable license, with no right to sublicense, to use, copy, display the Impostors Art linked to your purchased Impostors NFT for the following purposes: (i) for your own personal, non-commercial use, including to create a reasonable number of back-up copies and a physical print out, each to be retained only for so long as you hold the associated Impostors NFT; (ii) to sell or otherwise transfer the associated Impostors NFT consistent with the ownership of it (e.g., posting a sales listing on NFT Site); and (iii) to use it in connection with the Impostors Game or any third party offering compatible with the Impostors NFT.
Commercial License. Subject to your compliance with this Agreement, Impostors hereby grants to you, for so long as you hold an Impostors NFT (as recorded by the Impostors Smart Contract), a non-exclusive, royalty-free, worldwide, revocable license, with the right to sublicense, to use, copy, distribute, create derivative works of (subject to Section 3(c)), and display, the Impostors Art linked to your purchased Impostors NFT for Commercial Purposes. "Commercial Purposes" means the use of the Impostors Art linked to your purchased Impostors NFT for all lawful commercial purposes, whether known now or created in the future. You will have the right to retain all revenue that you generate through your exercise of your rights under this Section.
Derivative Works. The right to create derivative works of the Impostors Art under Section 3(b) means that you can modify the Impostors Art, for example, (i) as needed to depict the Impostor shown in the Impostors Art in merchandising goods or media (whether physical or digital) in their full body or back or as a three dimensional creature, or to reformat the Impostors Art for a particular medium, and (ii) to create variations in the appearance of the Impostor shown in the Impostors Art. However, such right does not include the right to create an Impostor that is substantially or confusingly similar to Impostor(s) associated with other Impostors NFT(s) that you do not hold. Notwithstanding anything to the contrary herein, you may not create derivative works that infringe or otherwise transgress the rights in the Impostors Art associated with other Impostors NFTs.
Transfer. The licenses in Section 3 are non-transferrable, except that they will automatically transfer in connection with a transfer of the Impostors NFT (as recorded by the smart contract). Upon a transfer, the licenses in Section 3 granted to you will terminate immediately. In particular, you must stop all commercial uses of the rights granted to you in Section 3, provided that you may reasonably wind down your activities as a result of such uses in a reasonable period of time (e.g., selling off then-existing inventory of physical merchandise). If you enter into any agreements under which you license such rights to a third party, you must ensure that such agreements terminate upon transfer of the Impostors NFT.
Reservation of Rights.
General. All rights in and to the Impostors Art not expressly provided for in this Agreement are hereby reserved by Impostors. The Impostors Art is licensed, not sold. Impostors owns and will retain all title, interest, ownership rights and intellectual property rights in and to the Impostors Art. For clarity, nothing in this Agreement will prevent Impostors, its representatives, or any of its affiliates from using, copying, or displaying the Impostors Art associated with your Impostors NFT in the Impostors Game, for purposes of streaming the Impostors Game, or for any marketing and promotional content regarding the Impostors Game, Impostors NFTs, or other Impostors projects, or from allowing third-party service providers to do the same, without any obligation or compensation to you. Without limitation, Holder shall not, nor permit any third party to do or attempt to, do any of the following without express prior written consent from Impostors: (i) modify the Impostors Art except as expressly permitted herein; (ii) use the Impostors Art in a manner that violates applicable law; (iii) use the Impostors Art in connection with media or merchandise that promotes hate speech, illegal activities, vulgarity (e.g., pornography), offensive behavior, violence, cruelty or political statements; (iv) attempt to register any trademark, copyright, or otherwise acquire or enforce intellectual property rights in or to the Impostors Art; or (vi) make defamatory or dishonest statements about Impostors or the Impostors NFTs or otherwise damage the goodwill, value or reputation of Impostors or the Impostors NFTs.
No Rights to Trademarks. For avoidance of doubt, except to the extent that an Impostors trademark is included in the Impostors Art (in which case such use of Impostors’s trademarks will be subject to Section 3 and solely as embodied in the Impostors Art), the licenses in Section 3 do not include the right to, and you may not, use any Impostors trademarks (e.g., Impostors, Impostors Game or the names of any collections of Impostors NFTs). No trademark or other rights based on designation of source or origin are licensed to you. You may not use, attempt to register, or enforce any rights in any asset, including any domain names, social media accounts or related addresses, that contains or incorporates any artwork, other representation, name or mark that may be confusingly similar to such trademarks. For clarity, however, you may use Impostors along with your NFT identification number (e.g., "Impostors #681") to identify your particular Impostors NFT or Imposters Art linked thereto.
Payment, Fees and Secondary Transactions.
Purchase and Sale. Holder hereby agrees to purchase the Impostors NFT at the price determined by Impostors (the "Primary Transaction Purchase Price"). Without limiting any of the foregoing, the valid execution of this Agreement, including the delivery of the Impostors NFT, shall be conditioned upon Holder’s payment of the Primary Transaction Purchase Price.
Payment. Holder covenants and agrees to pay the Primary Transaction Purchase Price to Impostors, and in any case no later than three business days after the Effective Date.
Form of Payment. Impostors agrees to accept payment for the Primary Transaction Purchase Price via SUPER; provided that the Impostors may elect to accept other methods or forms of payment on an as-converted to U.S. dollars basis in its sole discretion. The U.S. dollar exchange rate for any other forms of payment shall be determined solely by the Impostors or its assignee or agent in accordance with reasonable and accepted market practices and additional transaction fees may apply.
Gas Fees. If Holder sells, purchases, or otherwise transfers the Impostors NFT, any financial transactions that Holder engages in will be conducted solely through the Ethereum Network, the blockchain network governing the Impostors NFT, and Holder will be required to make or receive payments exclusively through the cryptocurrency wallet Holder has connected to the NFT Site. Impostors has no insight into or control over these payments or transactions, nor does Impostors have the ability to reverse any transactions. Accordingly, Impostors will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the NFT Site. "Gas Fees" fund the network of computers that run the decentralized Ethereum network, meaning that Holder will need to pay a Gas Fee for each transaction that occurs via the Ethereum network. By buying or selling an Impostors NFT on the NFT Site or any other platform, you agree to pay all applicable fees and you authorize Impostors to automatically deduct fees (including any transaction fees, or Gas Fees, as applicable) directly from Holder’s payments for the Primary Transaction or subsequent Secondary Transactions.
Secondary Transactions. All Secondary Transactions of the Impostors NFTs are subject to the following terms: (a) the Impostors NFT transferee (the "Transferee") shall, by purchasing, accepting, accessing or otherwise using the Impostors NFT or Impostors Art, be deemed to accept all of the terms of this Agreement as a "Holder" hereof; (b) the Impostors NFT transferor (the "Transferor") shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee; and (c) Impostors collection creator shall be entitled to receive five percent (5%) of the gross amounts paid by the Transferee (the "Royalty Payment"). The Royalty Payment may be changed, in accordance with Section 15 of this Agreement. Notwithstanding the foregoing, additional fees may apply based on the structure of the Secondary Transaction in question and as determined by Impostors in its sole discretion. Impostors shall be paid the Royalty Payment on the same terms and at the same time as Transferor is paid by the Transferee. Holder further acknowledges and agrees that all subsequent transactions of the Impostors NFT will be effected on the blockchain network governing the Impostors NFT, and Holder will be required to make or receive payments exclusively through its cryptocurrency wallet.
You further acknowledge and agree that all Secondary Transactions will be effected on the applicable blockchain network (e.g., Ethereum) compatible with the Impostors NFTs, and you will be required to make or receive payments exclusively through your cryptocurrency wallet.
Without limitation of any other termination rights, Impostors may suspend or terminate the license to the Impostors Art if it has a reasonable basis for believing that you have engaged in an off-chain sale of the Impostors NFT, or otherwise engaged in any off-chain transactions for the purchase or sale of the Impostors NFT without making the applicable Royalty Payment. You, and all subsequent Transferees, shall be responsible for paying the Royalty Payment associated with the Secondary Transaction purchase price, regardless of where such purchase price is fulfilled on-chain, off-chain, or in a combination of the foregoing.
Except as expressly provided herein, ownership of an Impostors NFT and the licenses in Section 3 are not separable in any way. You may not engage in any transaction or activity that purports to decouple the licenses in Section 3 from your Impostors NFT.
Impostors’s Rights and Obligations to the Impostors Art and Impostors NFTs. The Parties acknowledge and agree that Impostors is not responsible for repairing, supporting, replacing, or maintaining the website hosting the Impostors Art or other applications or entitlements which the Impostors NFT is compatible with, nor does Impostors have the obligation to maintain any connection or link between an Impostors NFT and the corresponding Impostors Art.
Warranty Disclaimers and Assumption of Risk. Holder represents and warrants that it (a) is the age of majority in Holder’s place of residence (which is typically 18 years of age in most U.S. states) and has the legal capacity to enter into this Agreement, (b) that Holder will use and interact with the Impostors NFTs and Impostors Art only for lawful purposes and in accordance with this Agreement, and (c) that Holder will not use the Impostors NFTs or Impostors Art to violate (and Holder will otherwise not violate) any law, regulation or ordinance or any right of Impostors, its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
THE IMPOSTORS NFTS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, IMPOSTORS EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IMPOSTORS MAKES NO WARRANTY THAT THE IMPOSTORS NFTS WILL MEET HOLDER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. IMPOSTORS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE IMPOSTORS NFTS.
IMPOSTORS WILL NOT BE RESPONSIBLE OR LIABLE TO HOLDER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE IMPOSTORS NFT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE IMPOSTORS NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE IMPOSTORS NFTS.
THE IMPOSTORS NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DISTRIBUTED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK, WHICH IMPOSTORS DOES NOT CONTROL. IMPOSTORS DOES NOT GUARANTEE THAT IMPOSTORS CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY IMPOSTORS NFT. HOLDER BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS HOLDER PURCHASES THROUGH THE NFT SITE. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, IMPOSTORS MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE NFT SITE OR ANY PURPORTED SUBSEQUENT TRANSACTIONS.
IMPOSTORS IS NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE IMPOSTORS NFTS, NFT SITE, OR IMPOSTORS GAME. IMPOSTORS IS NOT RESPONSIBLE FOR CASUALTIES DUE TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE IMPOSTORS NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Assumption of Risk. Holder accepts and acknowledges all risks associated with the following:
- The prices and liquidity of cryptocurrency assets (including any NFTs) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Impostors NFTs made available, which may also be subject to significant price volatility. We cannot guarantee that any holders of NFTs will not lose money.
- Holder is solely responsible for assessing prior commercial uses of the Impostors Art and determining whether they affect the value or viability of any future use of the Impostors Art.
- Holder is solely responsible for determining what, if any, taxes apply to Holder’s purchase, sale, or transfer of the Impostors NFTs. Impostors is not responsible for determining or paying the taxes that apply to such transactions.
- Impostors does not store, send, or receive cryptocurrency assets. Any transfer of cryptocurrency assets occurs within the supporting blockchain that is not controlled by Impostors. Transactions of the Impostors NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions of the Impostors NFTs shall be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Holder initiated the transaction.
- There are risks associated with using an Internet based digital asset, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. Impostors will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when effecting Impostors NFT transactions, however caused.
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of a certain NFT.
- Digital assets, including blockchain based assets such as the Impostors NFTs, are subject to developing laws and regulations throughout the world.
- Transactions involving the Impostors NFTs may rely on third-party platforms to perform transactions. If Impostors is unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if Impostors violates or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and interactions of the Impostors NFTs will suffer.
- By participating in the sale and purchase of the Impostors NFTs, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. Impostors is not responsible for any issues with the blockchains, including forks, technical node issues or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied from Impostors. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while purchasing an Impostors NFT. Accordingly, you understand and agree to assume full responsibility for all of the risks of participating in the sale and purchase of the Impostors NFT.
Links to Third Party Websites or Resources. Use and interaction of the Impostors NFTs and Impostors Art may allow Holder to access third-party websites (including websites that host the Impostors Art) or other resources. Impostors provides access only as a convenience and is not responsible for the content, products or services on or available from those resources or links displayed on such websites. Holder acknowledges sole responsibility for and assumes all risk arising from Holder’s use of any third-party resources. Under no circumstances shall Holder’s inability to view Impostors Art on a third-party website serve as grounds for a claim against Impostors.
Termination of License to Art. Holder’s licenses to the Impostors Art shall automatically terminate, and all rights shall revert to Impostors if at any time: (a) Holder breaches any portion of this Agreement or (b) Holder engages in any unlawful activity related to the Impostors NFT (including transferring the Impostors NFT to a Prohibited Transferee). Upon any termination, discontinuation or cancellation of Holder’s licenses to the Impostors Art, Impostors may disable Holder’s access to the Impostors Art and Holder shall delete, remove, or otherwise destroy any back up or single digital or physical copy of the Impostors Art. Upon any termination, discontinuation or cancellation of the license in this Agreement, the following Sections will survive: 2, 4 through 15.
Indemnity. Holder shall defend, indemnify, and hold Impostors, its licensors and affiliates (the "Indemnified Parties") harmless from and against any and all claims, disputes, demands, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought by a third party (including any person who accesses or transacts using the Impostors NFTs whether or not such person personally purchased the Impostors NFTs) against the Indemnified Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) your access to or use of the NFT Site, (b) your breach of this Agreement, and (c) your exercise of the licenses in Section 3.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER IMPOSTORS NOR ITS SERVICE PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE IMPOSTORS NFTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE IMPOSTORS NFTS OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY IMPOSTORS NFT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IMPOSTORS OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL IMPOSTORS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY IMPOSTORS NFT OR ACCESS THE IMPOSTORS ART EXCEED $1,000.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IMPOSTORS AND HOLDER.
Governing Law and Forum Choice. This Agreement and any action related thereto will be governed by the laws of the British Virgin Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that Holder and Impostors are not required to arbitrate will be the courts located in the British Virgin Islands, and Holder and Impostors each waive any objection to jurisdiction and venue in such courts.
Mandatory Arbitration of Disputes. The Parties each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof of the Impostors NFTs transaction (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Impostors agree that the BVI Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and Impostors are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions. As limited exceptions to Section 14(a) above: (i) both Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) both Parties each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A Party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other Party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location but any such arbitration will be conducted remotely to the extent permitted by the JAMS Rules. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and Impostors won’t seek to recover the administration and arbitrator fees Impostors is responsible for paying, unless the arbitrator finds your Dispute frivolous. If Impostors prevails in arbitration Impostors will pay for all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either Party and may award declaratory or injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or Impostors prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The Parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND IMPOSTORS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 14(f) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General Terms. This Agreement will transfer and be binding upon and will inure to the benefit of the Parties and their permitted successors and assigns, in particular any Transferee. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. Super Studios reserves the right to clarify or amend this Agreement by publicly publishing a new version of the Agreement, including, but not limited to the NFT Site, or any successor website. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases "include," "includes", "including" and "such as" are deemed to be followed by the words "without limitation". Holder may give notice to Impostors by contacting Impostors at [email protected]. Notice is effective upon receipt.