TERMS & CONDITIONS OF SERVICE

Last Updated: July 2, 2021 

The terms and conditions in this agreement (the “Agreement”) relate to the Campus Legends platform, which provides users with the opportunity to purchase, collect, and showcase digital blockchain collectibles containing exclusive content from college athletic programs and athletes (collectively, the “Platform”).  The Platform is owned by Campus Legends, LLC and is available via website or app.  By accessing or using the Platform, you acknowledge that you have read, understood and agreed to be legally bound by this Agreement and any terms and conditions incorporated herein by reference. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PLATFORM. BY USING THE PLATFORM OR ANY PART OF IT, OR BY CLICKING “I ACCEPT” OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THE AGREEMENT ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THE ENTIRE AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION. PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, SINCE IT AFFECTS YOUR RIGHTS. BY ACCEPTING THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THE ARBITRATION PROVISION.

ANY PURCHASE OR SALE OF A MOMENT THAT YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THE PLATFORM IS ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF MOMENTS OUTSIDE OF THE PLATFORM. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN MOMENTS OUTSIDE OF THE PLATFORM.

Any changes to this Agreement will become effective as of the “Last Updated Date” referred to at the top of this page. Your continued use of the Platform after the “Last Updated Date” will constitute your continued acceptance of and agreement to any changes.

You may not use the Platform if you: (i) do not accept the Agreement; (ii) access the Platform outside of the United States of America; (iii) are not of the age of majority in your United States jurisdiction of residence; or (iv) are prohibited by law from accessing or using the Platform.




ACCOUNT SET-UP AND SECURITY

(i)  Account Registration. By creating an account for the Platform, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. 
(ii)  Account Security. You are responsible for the security of your account for the Platform and for your electronic wallets. If you become aware of any unauthorized use of your password or of your account with us, you agree to notify us immediately support@campuslegends.com. 
(iii)  Account Transactions. You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time. Platform users will have access to a digital wallet provided by _[vendor name]___.  Transactions that take place on the Platform are managed and confirmed via the Hyperledger Fabric blockchain framework (“Hyperledger”), and as a result, some portion of your activity on the Platform may be publicly available.

ACQUIRING MOMENTS

(i)  Moments. The Platform allows you to purchase, earn, collect and showcase collegiate sports moments (each, a “Moment”) from college athletic programs and athletes. Each Moment is a Non-Fungible Token (“NFT”) on Hyperledger.
(ii)  Acquiring Moments. You can acquire Moments in three ways: (a) by buying packs of Moments from us on the Platform (each, a “Pack”); or (b) by buying special Moments from us on the Platform (each, a “Special Moment”); or (c) by buying Moments from other users in the Platform’s marketplace (the “Marketplace”). There are different types of Packs available for purchase on the Platform, and we reserve the right to modify the types, prices and numbers of Packs available at our discretion. Depending on the type of Pack you buy, you will collect Moments of varying levels of scarcity. Before you buy a Pack, we will let you know the types of Moments (but not the exact Moments) that are contained in that Pack. There are different types of Special Moments available for purchase on the Platform, and we reserve the right to modify the types, prices and numbers of Special Moments available at our discretion. Depending on the Moments you buy, you will collect Special Moments of varying levels of scarcity. Before you buy a Special Moment, we will let you know the exact type of Moment that is contained in that Special Moment. If you buy an individual Moment from another user in the Marketplace, you will know the exact Moment that you are purchasing. We strongly encourage you not to purchase Moments other than in Packs, Special Moments, or on the Marketplace. If you decide to purchase Moments in any other way, you understand that such purchases will be entirely at your sole risk. 
(iii)  Earning Moments. You can earn Moments by participating in certain challenges or marketing campaigns on the Platform, or by completing certain in-Platform tasks that we may make generally available from time to time.
(iv)  Characteristics of Moments. Moments are comprised of digital content containing one or more photograph(s), video(s) and statistics of at least one athletic program or athlete. Each Moment has a defined set of attributes – including scarcity – which help determine the value of the Moment.
(v)  Subjectivity of Moments. The value of each Moment is inherently subjective, in the same way the value of other collectibles is inherently subjective. Each Moment has no inherent or intrinsic value.

(vi) Mantling Moments. The “Mantle” feature of the Platform allows you to organize your Moments into collections, and show them to your friends in a virtual mantle on the user’s profile page.

 

PAYMENT AND TAXES

  • Financial Transactions on Platform. Any payments or financial transactions that you engage in via the Platform will be conducted through PayPal, Apple Pay, Coinbase or some other method of electronic payment. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform, or any other payment or transactions that you conduct via Hyperledger. We do not provide refunds for any purchases that you might make on or through the Platform – whether for Moments, Packs, Special Moments, or anything else.
  • Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the Platform. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to this Agreement. To allow us to determine our tax obligations, unless you otherwise notify us in writing, you confirm that you are a citizen and resident of the United States of America, will inform us if your status changes in the future, and will cease using the Platform if your United States of America citizenship and residence terminates.
  • OWNERSHIP, LICENSE, AND OWNERSHIP RESTRICTIONS

    YOUR OWNERSHIP OF MOMENTS WILL ONLY BE RECOGNIZED BY US IF YOU HAVE PURCHASED OR OTHERWISE RIGHTFULLY ACQUIRED SUCH MOMENTS FROM A LEGITIMATE SOURCE AND NOT THROUGH ANY PROHIBITED ACTIVITY.

    The following capitalized terms have the following meanings under this Agreement:

    “Art” means any art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be associated with a Moment that you Own.

    “Own” means, with respect to a Moment, a Moment that you have purchased or otherwise rightfully acquired from a legitimate source (and not through any Prohibited Activity), where proof of such purchase is recorded on Hyperledger.

    “Purchased Moment” means a Moment that you Own. 

    “Third Party IP” means any third party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

  • Ownership of Moment. Because each Moment is an NFT on Hyperledger, when you purchase a Moment in accordance with this Agreement, you own the underlying NFT completely. This means that you have the right to swap your Moment, sell it, or give it away. Ownership of the Moment is determined entirely by Hyperledger. Except as otherwise permitted by this Agreement, in cases where we determine that the Moment has not been rightfully acquired from a legitimate source, at no point will we seize, freeze, or otherwise modify the ownership of any Moment.
  • We Own the Platform. You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all other elements of the Platform, and all intellectual property rights therein (including, without limitation, all Art, designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Platform Materials”). You acknowledge that the Platform Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the Platform Materials are proprietary to us or our licensors.
  • No User License or Ownership of Platform Materials. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data, or other Platform Materials that you may access on or through the Platform. We reserve all rights in and to the Platform Materials that are not expressly granted to you in this Agreement.
  • Further User Ownership Acknowledgements. For the sake of clarity, you understand and agree: (a) that your purchase of a Moment, whether via the Platform or otherwise, does not give you any rights or licenses in or to the Platform Materials (including, without limitation, our copyright in and to the associated Art) other than those expressly contained in this Agreement; (b) that you do not have the right, except as otherwise set forth in this Agreement, to reproduce, distribute, or otherwise commercialize any elements of the Platform Materials (including, without limitation, any Art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.
  • User License to Art. Subject to your continued compliance with this Agreement, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased Moments, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Purchased Moments, provided that the marketplace cryptographically verifies each Moment owner’s rights to display the Art for their Purchased Moment to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Purchased Moment, provided that the website/application cryptographically verifies each Moment’s owner’s rights to display the Art for their Purchased Moment to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased Moment leaves the website/application.
  • Restrictions on Ownership. You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our (or, as applicable, our licensors’) express prior written consent in each case: (a) modify the Art for your Purchased Moment in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your Purchased Moment to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased Moment in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Purchased Moment in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in this Agreement or solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased Moment; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased Moment; or (g) otherwise utilize the Art for your Purchased Moment for your or any third party’s commercial benefit.
  • Third Party IP. If the Art associated with your Purchased Moment contains Third Party IP (e.g., licensed intellectual property from the athletic program, a current college athlete, or a former college athlete), you understand and agree as follows: (a) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (b) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to (and reserve every right to) pass through additional restrictions on your ability to use the Art; (c) to the extent that we inform you of such additional restrictions in writing, you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of the license; (d) that, depending on the nature of a Moment containing Art with an athlete’s name, image, and/or likeness rights, upon the acquisition of a Moment, a user may be in violation of state laws that prohibit certain users affiliated with a postsecondary education institution from compensating or causing compensation to be directed to a current or prospective athlete for her or his name, image, or likeness; and (e) you aver that as a user, you are not a postsecondary educational institution, an entity whose purpose includes supporting or benefiting the institution or its athletic programs, nor an officer, director, or employee of such institution or entity. 
  • Other Terms of License. The “User License to Art” granted above applies only to the extent that you continue to Own the applicable Purchased Moment. If at any time you sell, swap, donate, give away, transfer, or otherwise dispose of your Purchased Moment for any reason, the “User License to Art” granted above will immediately expire with respect to that Moment without the requirement of notice, and you will have no further rights in or to the Art for that Moment. The restrictions for “Third Party IP” and “Other Terms of License” will survive the expiration or termination of this Agreement.
  • User Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
  • Communications Tool. You may choose to use Discord to draft or transmit a message to other users on the Platform. Discord is the sole instant messaging service on the Platform. We have no control over Discord as a messaging service. We have no liability to you or to any third party for any claims or damages that may arise as a result of any drafts or messages that you engage in via Discord, or any other drafts or messages that you transmit via Hyperledger. By transmitting a message through Discord, you agree that we are free to use such message at our discretion and without additional compensation to you, and to disclose such message to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your message for any purpose. 
  • CONDITIONS OF USE AND PROHIBITED ACTIVITIES

    YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR OWN CONDUCT WHILE ACCESSING OR USING THE PLATFORM, AND FOR ANY CONSEQUENCES THEREOF. YOU AGREE TO USE THE PLATFORM ONLY FOR PURPOSES THAT ARE LEGAL, PROPER AND IN ACCORDANCE WITH THIS AGREEMENT AND ANY APPLICABLE LAWS OR REGULATIONS.

    (i) User Warranties. Without limiting the foregoing, you warrant and agree that your use of the Platform will not (and will not allow any third party to)

    (a) in any manner:

    1. involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
    2. involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
    3. involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual proprietary rights of any party;
    4. involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
    5. involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
    6. involve interfering with other users’ enjoyment of the Platform;
    7. involve exploiting the Platform for any unauthorized commercial purpose;
    8. involve modifying, adapting, translating, or reverse engineering any portion of the Platform;
    9. involve removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
    10. involve reformatting or framing any portion of the Platform;
    11. involve displaying any content on the Platform that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
    12. involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose;
    13. involve accessing or using the Platform for the purpose of creating a product or service that is competitive with any of our products or services;
    14. involve abusing, harassing, or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators, or volunteers (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by any of our employees or otherwise); or
    15. involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderators [if so], or volunteers  

    (each, a “Category A Prohibited Activity”); and/or 

    (b) in any manner:

    1. involve creating user accounts by automated means or under false or fraudulent pretenses;
    2. involve the impersonation of another person (via the use of an email address or otherwise);
    3. involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”); 
    4. involve using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of Packs, , or of Moments on the Marketplace);
    5. involve acquiring Moments through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or purchasing a Moment and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the Moment or selling, gifting or trading the Moment to someone else); 
    6. involve the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Platform; or
    7. otherwise involve or result in the wrongful seizure or receipt of any Moments or other digital assets (each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”).

    (ii) Effect of Your Breaches. If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account and/or delete your Moments’ images and descriptions from the Platform. If we delete your Moments’ images and descriptions from the Platform, such deletion will not affect your ownership rights in any NFTs that you already Own, but you will not receive a refund of any amounts you paid for those Moments.

    NOTWITHSTANDING THE FOREGOING, HOWEVER, IF WE REASONABLY BELIEVE THAT YOU ARE ENGAGED IN ANY OF THE CATEGORY B PROHIBITED ACTIVITIES, IN ADDITION TO OUR RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR USER ACCOUNT AND DELETE YOUR MOMENTS’ IMAGES AND DESCRIPTIONS FROM THE PLATFORM, WE ALSO RESERVE THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND (B) TO IMMEDIATELY CONFISCATE ANY MOMENTS (INCLUDING THEIR UNDERLYING NFTS) THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH ACTIVITIES.

    TERMINATION

  • You Terminate. You may terminate this Agreement at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. If you cancel your account, or otherwise terminate this Agreement, you will not receive any refunds for any purchases that you might make on or through the Platform – whether for Moments, Packs, Special Moments or anything else.
  • We Terminate. You agree that we, in our sole discretion and for any or no reason, may terminate this Agreement and suspend and/or terminate your account(s) for the Platform without the provision of prior notice. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
  • Other Remedies Available. If we terminate this Agreement or suspend or terminate your access to or use of the Platform due to your breach of this Agreement or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Prohibited Activities), then termination of this Agreement will be in addition to any other remedies we may have at law or in equity.
  • Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Platform.
  • Effect of Termination. Upon any termination or expiration of this Agreement, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
  • YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

    DISCLAIMERS

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLATFORM AND ANY PART OF IT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR PARENT, SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) USAGE DATA PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE; (IV) THE PLATFORM OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE PLATFORM WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

    YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

    WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF HYPERLEDGER, OR YOUR ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; OR (IV) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, THE HYPERLEDGER FABRIC BLOCKCHAIN FRAMEWORK, OR ANY ELECTRONIC WALLET.

    MOMENTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN HYPERLEDGER. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALIZED LEDGER WITHIN HYPERLEDGER.

    WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS.

    WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF HYPERLEDGER, OR ANY ELECTRONIC WALLET, INCLUDING BUT NOT LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING HYPERLEDGER, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

    LIMITATION OF LIABILITY

    YOU UNDERSTAND AND AGREE THAT WE, OUR PARENT, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION OF VALUE OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THIS AGREEMENT IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

    YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.

    ASSUMPTION OF RISK

  • Value and Volatility. The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Moments, which may also be subject to significant price volatility. Each Moment has no inherent or intrinsic value. We cannot guarantee that any Moments purchased will retain their original value, as the value of collectibles is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular Moment.
  • Tax Calculations. You are solely responsible for determining what, if any, taxes apply to your Moment-related transactions. We are not responsible for determining the taxes that apply to your transactions on the Platform.
  • Use of Blockchain. The Platform does not store, send, or receive Moments. This is because Moments exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in Hyperledger. Any transfer of Moments occurs within the supporting blockchain in Hyperledger, and not on the Platform. 
  • Inherent Risks with Internet Currency. There are risks associated with using an Internet-based currency, 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 electronic wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Hyperledger, however caused.
  • (v) Regulatory Uncertainty. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Campus Legends ecosystem, and therefore the potential utility or value of your Moments.

    (vi) Software Risks. Upgrades to Hyperledger, a hard fork in Hyperledger, or a change in how transactions are confirmed on Hyperledger may have unintended, adverse effects on all blockchains using the Hyperledger Fabric Network’s NFT standard, including the Campus Legends ecosystem.

    INDEMNIFICATION

    You agree to hold harmless and indemnify us and our parent, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost and attorneys' fees arising out of or in any way related to: (i) your breach of this Agreement; (ii) your misuse of the Platform; or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Platform. You agree that we will have control of the defense or settlement of any such claims.

    EXTERNAL SITES

    The Platform may include hyperlinks to other websites or resources (collectively, the “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Sites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites.

    FORCE MAJEURE

  • Force Majeure Events. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.
  • Performance During Force Majeure Events. If we suffer a Force Majeure Event, we will use reasonable efforts to promptly notify you of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause. In the event that our failure or delay remains uncured for a period of forty-five (45) consecutive days following written notice given by us under this Agreement, we may thereafter terminate this Agreement upon fifteen (15) days' written notice.
  • CHANGES TO THE PLATFORM

    We are constantly innovating the Platform to help provide the best possible experience. You acknowledge and agree that the form and nature of the Platform, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Platform at any time without notice.

    CHILDREN

    You affirm that you are over the age of 18. The Platform is not intended for children under 18. If you are under the age of 18, you may not use the Platform. We do not knowingly collect information from or direct any of our content specifically to children under the age of 18. If we learn or have reason to suspect that you are a user who is under the age of 18, we will unfortunately have to close your account. Some jurisdictions in the United States of America may have different minimum age limits, and if you are below the minimum age for providing consent for data collection in your State or territory, you may not use the Platform.

    UNAFFILIATED WITH A POSTSECONDARY EDUCATION INSTITUTION

    You affirm that you are NOT affiliated with a postsecondary education institution that contains an athletic program or athlete on the Platform. The Platform is NOT intended for users to be a postsecondary educational institution, an entity whose purpose includes supporting or benefiting the institution or its athletic programs, or an officer, director, or employee of the institution or entity. If you are a postsecondary educational institution, affiliated with a postsecondary educational institution, or an entity whose purpose includes supporting or benefitting the institution or its athletic programs, then you may not use the Platform. If you are an officer, director, or employee of an institution or entity that contains an athlete or athletic program on the Platform, you may not use the Platform. We do not knowingly permit any prohibited user to access the Platform. If we learn or have reason to suspect that you are a prohibited user, we will unfortunately have to close your account. Some jurisdictions in the United States of America may have different legal requirements to compensate athletes for name, image, and likeness, however, if you are affiliated with a postsecondary institution on the Platform, you may not use the Platform.

    PRIVACY POLICY

    Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into this Agreement. You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

    DISPUTE RESOLUTION: BINDING ARBITRATION

    YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE ANY CLAIMS RELATED TO THIS AGREEMENT OR THE PLATFORM, OR AGAINST US, IN ANY COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

    YOU AGREE TO GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

    YOU AGREE TO GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING, BUT NOT LIMITED TO, CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

     

  • Binding Arbitration. All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be finally settled on an individual, non-representative basis in binding arbitration in accordance with the rules and procedures of the Revised Florida Arbitration Code (“RFAC”), Chapter 682 (Florida Statutes), as modified by this Agreement, or in accordance with rules on which we may mutually agree. Any arbitration will be conducted by a single, neutral arbitrator selected jointly by the parties, or in the event the parties are unable to agree, designated by the American Arbitration Association (“AAA”). Such arbitration shall take place in Jacksonville, Duval County, Florida. 
  • Campus Legends and User each agree that the RFAC shall govern whether a dispute is subject to arbitration. 

  • Arbitration Fees. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law. 
  • Award Enforcement. The arbitral decision will be final and binding, and any judgment on the award rendered by the arbitrator may be entered or enforced in any court of competent jurisdiction. An arbitral decision is subject to very limited review by a court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court, except as provided in Florida Statute sections 682.13 and 682.20.
    1. Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement is specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

     

    GENERAL

  • Entire Agreement. This Agreement, including our Privacy Policy, constitutes the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Platform, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Platform, whether oral or written. Any cause of action you may have with respect to the Content, Platform or this Agreement must be commenced within one year after the claim or cause of action arose, or be barred.
  • No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than you.
  • Interpretation. The language in this Agreement will be interpreted as to its fair meaning, and not strictly for or against any party.
  • Severability. Should any part of this Agreement be held invalid, illegal, void or unenforceable, that portion will deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
  • No Waivers. Our failure or delay to exercise or enforce any right or provision of this Agreement will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of this Agreement will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
  • Governing Law. All matters arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Florida, applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).
  • Venue. Any legal action or proceeding arising under this Agreement will be subject to the arbitration provisions in this Agreement.  To the extent any claim or dispute is not subject to the arbitration provisions in this Agreement, any such claim or dispute must be brought exclusively in a federal or state court of competent jurisdiction located in Jacksonville, Duval County, Florida, and you irrevocably consent to personal jurisdiction and venue there.
  • Notices. We may provide you with any notices (including, without limitation those regarding changes to this Agreement) by email or postings on the Platform. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
  • Assignment. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under this Agreement in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.
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