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 at firstname.lastname@example.org.
(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 Campus Legends. 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 MOMENTSMoments. 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.
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.
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.
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.
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, GAS FEES, AND TAXES
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.
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:
- involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
- involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
- involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual proprietary rights of any party;
- involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others;
- involve engaging in, promoting, or encouraging illegal activity (including, without limitation, money laundering);
- involve interfering with other users’ enjoyment of the Platform;
- involve exploiting the Platform for any unauthorized commercial purpose;
- involve modifying, adapting, translating, or reverse engineering any portion of the Platform;
- involve removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it;
- involve reformatting or framing any portion of the Platform;
- 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;
- 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;
- 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;
- 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
- 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:
- involve creating user accounts by automated means or under false or fraudulent pretenses;
- involve the impersonation of another person (via the use of an email address or otherwise);
- involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”);
- 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);
- 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);
- 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
- 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.
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.
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
(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.
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.
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.
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.
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.
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.
Campus Legends and User each agree that the RFAC shall govern whether a dispute is subject to arbitration.
- 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.