1. About Space Misfits Assets and the Services.
Overview. “Space Misfits Assets” are digital collectibles that are enabled by the Services on the Ethereum platform. Space Misfits Assets may be based on characters, images, and other intellectual property of third parties (our “Licensors”) who have agreed to let us create and sell the Space Misfits Assets. Space Misfits Assets may be acquired through our Services using cryptocurrency (“Space Crowns (SMC)”). Space Misfits Assets may be subsequently bought and sold in the Space Misfits marketplace using Ether virtual currency (the “Marketplace”).
SPACE CROWNS (SMC). Space Crowns (SMC) may be purchased within the Services using a credit card (or other payment means accepted by us, such as a debit card, prepaid payment card, or a promotional code or gift card) or Ether virtual currency. All sales of Space Crowns (SMC) are final and non-refundable unless otherwise prohibited by law. Space Crowns (SMC) do not constitute personal property, have no cash value, and have no value outside of the Services. Space Crowns (SMC) may not be transferred or sold to any other person.
Transactions. The rules of buying and selling Space Misfits Assets are embodied in self-governing smart contracts associated with the Space Misfits (“Smart Contracts”). These Smart Contracts also govern the functionality of the Space Misfits Asset. You can learn more about Smart Contracts and Ethereum here. You acknowledge and understand that your transactions on the Ethereum platform are public and that your Ethereum public address will be associated with these transactions.
After a Space Misfits Asset is initially sold by us, we have no control over subsequent transactions. Accordingly, we will have no liability to you or (anyone else) as a result of any transactions that you engage in with respect to the Services or any Space Misfits Assets.
Technical Requirements. In order to use the Services and experience your Space Misfits Assets, you must follow the technical requirements described here. We have no control over and are not responsible for any third-party software or services that are required to access or use the Services.
Risks. Because Space Misfits Assets are enabled by Smart Contract on the Ethereum platform, there are certain inherent risks. You acknowledge and agree that these risks include the following:
- The value of a Space Misfits Asset may be volatile. The Ether currency, like other virtual currencies, can be very volatile and impact the value of Space Misfits Assets. Apart from the volatility of virtual currencies, there may not be a robust market for reselling Space Misfits Assets. We make no representations or warranties that any Space Misfits Asset will increase or maintain its value. You might lose money.
- The Ethereum platform may not function properly and may be subject to hacking, malicious software, interruptions and failures. These events may cause delays or failures in your ability to buy, sell, or use Space Misfits Assets.
- New regulations could be enacted that might limit or require changes to the functionality enabled by the Ethereum platform, which could impact your ability to buy, sell, or use Space Misfits Assets.
- Other changes to the Ethereum platform could impact your ability to buy, sell, or use Space Misfits Assets.
- Every transaction on the Ethereum network requires the payment of a “Gas Fee” that is determined and administered by the Ethereum foundation. You will pay all Gas Fees associated with your transactions.
- When you conduct any transactions [using the Services or in the Marketplace], we will automatically collect a commission. [The amount of the commission may vary depending on the Space Misfits Asset and is included in the Smart Contract.]
- You are solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Jade Stems Studios’s net income) that are imposed or become due in connection with the your use of the Services including any transactions involving Space Misfits Assets (“Taxes”). You will pay or reimburse us for any and all such Taxes.
You must be at least 13 years old to use the Site or the Services.
By using the Service, you affirm that you are either 18 years old or older, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and comply with these Terms. If you are a parent or guardian agreeing to the terms for the benefit of a child over 13, then you agree to and accept full responsibility and legal liability for that child’s use of the Services.
Some of our Services may have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through your use of that Service. By using a Service subject to Additional Terms, you agree to those Additional Terms.
Use of the Site and Services
You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Similarly, you are solely responsible for securing any wallets, keys, and passwords that you establish or receive in connection with your use of the Ethereum platform.
We prohibit certain kinds of conduct that may be harmful to other users or to Jade Stems Studios or our Licensors. When you use the Site or Services, you may not:
- violate any law or regulation;
- violate or infringe other people’s intellectual property, privacy, publicity, or other legal rights;
- transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
- send unsolicited or unauthorized advertising or commercial communications, such as spam;
- transmit any malicious or unsolicited software;
- stalk, harass, or harm another individual;
- impersonate or misrepresent your affiliation with someone else;
- use any means to “scrape,” “crawl,” or “spider” any Web pages contained in the Site (although Jade Stems Studios may allow operators of public search engines to use spiders to index materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials, and Jade Stems Studios reserves the right to revoke these exceptions either generally or in specific cases);
- use automated methods to use the Site or Services in a manner that sends more requests to the Jade Stems Studios servers in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser; or interfere with or disrupt the Site or Services.
Ownership and Restrictions
Other than User Content, as described below, we own or license the content on the Site and Services, including software, text, visual and audio content (referred to together as “Content”) and we own Jade Stems Studios’s trademarks, logos, and brand elements (referred to as “Marks”). The Content includes all visual and audio content, graphics, artwork, designs, images, and drawings associated with or comprising the Space Misfits Assets. The Content and Marks are protected under U.S. and international laws.
When you purchase a Space Misfits Asset, you acquire the rights to use the Space Misfits Asset and related functionality as permitted by the Services and the associated Smart Contracts and the right to sell the Space Misfits Asset to a Buyer in accordance with these Terms and the associated Smart Contracts.
You acquire no other rights in the Space Misfits Assets or to any element or intellectual property rights related thereto, including any characters, images, trademarks, or other intellectual property rights of our Licensors, all of which are expressly reserved. Except as permitted by the Services and associated Smart Contracts or as otherwise expressly permitted by Jade Stems Studios and our Licensors in writing, you may not copy, download, stream, capture, archive, upload, publish, republish, broadcast, sell, resell, modify, translate, decompile, disassemble, reverse engineer or otherwise exploit for any purposes any Content or any Space Misfits Asset or any portion or element thereof.
The Site and Services may permit you to interact with and communicate with us and other users. For any content and information that any user posts or shares using the Site or Services (referred to as “User Content”), you give Jade Stems Studios permission to use your User Content as follows: you grant to Jade Stems Studios and its affiliates all right and license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Service and Jade Stems Studios’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site or Services in any media formats and through any media channels. We may display advertisements in connection with your User Content or on pages where your User Content may be viewed by you or others and we may use your User Content to advertise and promote Jade Stems Studios, the Site, or the Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. Our license to your User Content is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights anywhere in the world. Our rights are may be sublicensed or transferred to third parties. Finally, our license is perpetual, meaning that our license lasts for an indefinite period of time.
You promise that:
- you own all rights to your User Content or, alternatively, that you have the right to give Jade Stems Studios the rights described above;
- you have paid and will pay in full any fees or other payments that may be related to the use of your User Content; and
- your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
We may refuse to accept or transmit User Content. We may remove User Content from the Site or Services for any reason.
We always welcome and appreciate your feedback and suggestions about Jade Stems Studios. You understand that we cannot necessarily respond to or implement feedback or suggestions, but if we do, you understand and agree that we may use them for any purpose without compensation to you.
Copyright and Intellectual Property Policy
We respect the intellectual property rights of others and expect you to do the same. Please read our Copyright and Intellectual Property Policy to learn how to report copyright and other intellectual property infringement on Jade Stems Studios.
Changes to the Site or Services
Jade Stems Studios enhances and updates its Site and Services often. We may change or discontinue the Site or any Services, with or without notice to you.
We reserve the right not to provide the Site or Services to anyone. We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.
If we terminate your right to access or use the Site or Services, you will retain rights in your Space Misfits Assets, but you will not be able experience them through the Services or engage in transactions in the Marketplace.
Disclaimer and Limitations on Our Liability
YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Jade Stems Studios AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).
IN PARTICULAR, Jade Stems Studios AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (A) THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, (B) THE FUNCTIONALITY OR INTEGRITY OF SMART CONTRACTS, OR THE AVAILABILITY OR INTEGRITY OF THE ETHEREUM PLATFORM OR ANY THIRD PARTY SOFTWARE SERVICES REQUIRED TO ACCESS OR USE THE ETHEREUM PLATFORM, INCLUDING ANY WALLET SERVICES, OR THEIR CONTINUED OPERATION.
Jade Stems Studios AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO, USE, OR MISUSE OF THE SITE OR SERVICES, INCLUDING ANY LOSSES YOU EXPERIENCE AS A RESULT OF YOUR OWN ERRORS; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE SITE OR SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Jade Stems Studios OR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE SITE OR SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Jade Stems Studios’S AND ITS AFFILIATES’ LIABILITY TO YOU FOR ANY DIRECT DAMAGES WILL BE LIMITED TO THE AMOUNTS PAID BY YOU TO Jade Stems Studios [DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO SUCH LIABILITY] [FOR THE Space Misfits ASSETS ASSOCIATED WITH A GIVEN CLAIM.]
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent Jade Stems Studios may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Jade Stems Studios’s liability will be the minimum permitted under such law.
You agree to indemnify, defend, and hold harmless Jade Stems Studios and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) the use of the Site or Services by you or anyone using your account; (b) the violation of these Terms or any applicable law, rule, or regulation by you or anyone using your account; (c) your failure to pay or reimburse any applicable Taxes; (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account; or (e) any information (including your User Content, feedback, or any other content) that you or anyone using your account submit, post, or transmit through the Site or Services. Jade Stems Studios reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with Jade Stems Studios in such defense.
Resolution of Disputes; Arbitration
These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Service, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles.
Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Site or the Services, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements between us, including any applicable Additional Terms, and may be enforced in any court of competent jurisdiction. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.
Under no circumstances will Jade Stems Studios be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.
If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.
The failure of Jade Stems Studios to enforce any right or provision of these Terms will not prevent Jade Stems Studios from enforcing such right or provision in the future.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets or by operation of law.
Changes to these Terms
From time to time, we may change these Terms. If we change these Terms, we will inform you by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use our Site or Services, you agree to the revised Terms.