Supercool Checkout Terms of Service
Last Updated: April 1st, 2023
Supercool Checkout Terms of Service
These Supercool Terms of Service (the “User Agreement”) are between you (referenced herein as “you”, “your”, or “User”) and Supercool Studios, Inc. (d/b/aSupercool), and its affiliates (“we”, “our”, the “Company” or “Supercool”). This User Agreement governs your use of the Company’s website located at www.supercool.xyz (together with any successor site, the “Site”) and the Company’s web or app-based software platform (the “Platform”) that offers a checkout service which allows users to purchase non-fungible tokens (“NFTs”) through third-party provided marketplaces, The Site, Platform and all software, content, tools, features and functionalities offered on or through our Site and Platform are collectively referred to as the “Services”.
If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to this User Agreement, and (b) you agree to this User Agreement on the entity’s behalf.
By accessing, using, or attempting to access or use the Services, you acknowledge and agree that you have read, understood and accept all of the terms and conditions contained in this User Agreement. If you do not agree, you may not access the Services and must immediately cease any use of the Services.
We may amend this User Agreement from time to time by posting a revised version to the Services, in which case we will update the “Last Updated” date at the top of this User Agreement. If we make any changes that are material, we will use reasonable efforts to attempt to notify you, such as by email to the e-mail address you provide to us when registering for the Services. Please review the User Agreement on a periodic basis. Each time you use the Services, you agree to be bound by the terms of the User Agreement in effect at the time of your use thereof. If you do not agree to the revised terms, you are not permitted to use the Services.
THIS USER AGREEMENT CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE SECTION 18) THAT REQUIRES YOU AND SUPERCOOL TO RESOLVE ALL DISPUTES BY BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN SECTION 18.
Supercool is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. Digital assets are not legal tender and are not backed by any government. Digital assets are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH OUR SERVICES.
Nothing contained on the Services constitutes a solicitation, recommendation, endorsement, or offer by us or any third party to buy or sell any digital assets, securities, or other financial instruments. Neither us nor any of our affiliates has: (1) evaluated the merit of any digital assets available through the Services; or (2) has endorsed or sponsored any digital assets made available.
1. THE SERVICES.
Description of Services.
Supercool has partnered with certain third-parties who offer marketplaces or other platforms (each an “NFT Platform”) for the purchase and sale of NFTs. You may use the Services as a purchaser of NFTs to (a) engage in transactions with Supercool to purchase NFTs offered by a third-party seller on the NFT Platform (the “NFT Offeror) in exchange for fiat currency or cryptocurrency and (b) store and access NFTs purchased using the Services through one or more digital wallets either made available by Supercool or a third party which you elect to use in connection with the Services. You may also use the Services if you are an NFT Offeror to engage in transactions with Supercool to sell NFTs to users desiring to use a payment method accepted by Supercool.
In order to use the Services, you must be at least eighteen (18) years of age (or the applicable age of majority and contractual capacity in the jurisdiction in which you reside).
Account Creation; Consent to Electronic Communication.
In order to use certain features of the Service you will need to register for an account on the Service (“Account”). You must be eighteen (18) years old or otherwise capable of forming a binding contract to register for an Account. By creating an Account, you agree to (i) provide accurate, current, and complete Account information about yourself, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your Account. You may not have more than one Account, and Supercool reserves the right to block multiple Accounts of the same user.
You may sign into the Service with or otherwise link your Account to a valid account that you hold through a compatible third-party service (“Third-Party Account”) by allowing Supercool to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third- Party Account login information to Supercool and/or grant Supercool access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Supercool to pay any fees or making Supercool subject to any usage limitations imposed by such third-party service providers. By granting Supercool access to any Third-Party Accounts, you understand that Supercool may access, make available and store (if applicable) any information, data, text, software, messages, tags and/or other materials accessible through the Service (collectively, “Content”) that you have provided to and stored in your Third-Party Account, solely as permitted by the functionality of the Service and your permission settings in such Third-Party Account. Please note that if a Third-Party Account or associated service becomes unavailable, or Supercool’s access to such Third-Party Account is terminated by the third-party service provider, then any Content made available from or through such Third-Party Account may no longer be available on and through Service. You may have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing your settings within such Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND Supercool DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Supercool makes no effort to review any Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Supercool is not responsible for any Content.
You agree that you will not (i) buy, sell, rent, or lease access to your Account without our written permission; (ii) register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; (iii) share your Account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.
When you register for your Account, you agree to provide Supercool with any information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crime and permit us to keep a record of such information. Supercool reserves the right to require you to provide additional information and documents as it believes reasonably necessary, including at the request of any competent authority or in order to assist Supercool with complying with its obligations under applicable law, regulation, or policy, including laws related to anti-money laundering and the financing of terrorism. Supercool may also require you to provide additional information and documents in cases where it has reason to believe that: (i) your Account is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) Transactions effected via your Account were effected in breach of this Agreement. In such cases, Supercool, in its sole discretion, may pause or cancel your Transactions until such requested additional information and documents have been reviewed by Supercool and accepted as satisfying the requirements of applicable law, regulation, or policy. If you do not provide complete and accurate information and documents in response to such a request, or Supercool is otherwise unable to verify your identity, Supercool may, in its sole discretion, (i) reverse or rescind any NFT purchase Transaction that it reasonably suspects has been conducted in violation of applicable law or this Agreement; and/or (ii) refuse to provide any NFT, Content, product, service and/or further access to the Service to you.
By creating an Account, you consent to receive electronic communications from Supercool (e.g., via email or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein. When you register for an Account, you hereby represent and warrant, to and for the benefit of Supercool, its affiliates and its and their respective representatives, as follows:
Accuracy of Personal Information. All information provided to Supercool and/or its third-party designees, including address and social security number or tax ID number, is accurate and complete. None of: (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or a person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
Independent Investigation and Non-Reliance. You are sophisticated, experienced and knowledgeable in the buying, selling or trading of NFTs, as applicable. Additionally, you have conducted an independent investigation of the Service and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to buy, sell or trade any NFTs using the Service, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets and digital goods generally, including the NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Supercool, in determining to enter into this Agreement or to buy, sell or trade any NFTs or otherwise use the Service.
Litigation. There is no legal proceeding pending that relates to your activities relating to NFTs, other digital assets, or blockchain technology. Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or NFT purchase and/or sale. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to NFTs.
You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
Accessing the Services
Upon creating an account, a digital wallet set up by us or our service providers (each, a “Supercool Wallet”) may be linked to your account. When you use the Services to purchase an NFT offered for sale by an NFT Offeror, you agree and understand that Supercool will (a) purchase such NFT, (b) charge your chosen payment method and (c) upon receiving the applicable funds from you, deliver (or cause to be delivered) the purchased NFT to, at your prior election via the Services, either (i) your Supercool Wallet or (ii) a non-custodial wallet (e.g. a Metamask wallet) (“External Wallet”). Once Supercool completes the purchase of the NFT from the NFT Offeror, Supercool will settle the applicable payment with the NFT Offeror via payment in cryptocurrency or fiat currency, as applicable.
By using an External Wallet in connection with the Services, you agree that you are using such External Wallet under the terms and conditions of the applicable providers of such External Wallet. For example, for the Metamask wallet, those terms and conditions are available at https://metamask.io/terms.html. External Wallets are not associated with, maintained by or affiliated with us. You are solely responsible for keeping your External Wallet and any private keys necessary to decrypt your External Wallet secure. We have no ability to help you access or recover your private keys for your External Wallet. We accept no responsibility or liability to you in connection with your use of an External Wallet, and we make no representations or warranties regarding how the Services will operate with any specific External Wallet.
As noted above, we provide functionalities via the Services to transfer NFTs purchased through the Services directly to an External Wallet. We may also provide functionalities via the Services whereby you can transfer NFTs purchased through the Services from your Supercool Wallet to an External Wallet. Transfers via the Services to External Wallets may be facilitated by one or more smart contracts that we do not control. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that we initiate at your direction. We accept no liability or responsibility for any such transfer, including for any loss, data corruption or other negative impact that may occur to your NFTs purchased via the Services or wallets or other assets when attempting to transfer assets between wallets.
Assumption of Risks
You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. You acknowledge and agree that you purchase NFTs at your own risk. As with any asset, the value of non-fungible tokens can go up or down and there can be a substantial risk that you lose money buying, selling or holding non-fungible tokens. You should carefully consider whether trading or holding non-fungible tokens is suitable for you in light of your financial condition. We make no promise that any NFT you purchase will be worth anything. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology, including but not limited to, risk of losing access to non-fungible tokens due to loss of private key(s), custodial error or purchase error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.
You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sales of digital assets. Although we try to offer lower fees through our Services, we cannot control the timing of every transaction, and you acknowledge that the time of a transaction can affect the value of the asset or the fees associated with a transaction or both.
Supercool has no control over and is not responsible for any activity conducted by you or other parties (including the NFT Offeror) on NFT Platforms. You acknowledge and agree that you are solely responsible and liable for your use of any NFT Platform, and all of your related acts or omissions, and that your use of an NFT Platform is subject to such NFT Platform's terms of service and applicable law. You agree that Supercool shall not be a party to or have any responsibility or liability arising out of any disputes between you and an NFT Platform, including related to any NFT or any intellectual property rights associated therewith.
Supercool makes no representations or warranties, express or implied, written or oral, made by or on behalf or in connection with any NFT Platform or NFT Offeror, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security suitability or fitness for any particular purpose, workmanship or technical quality of any NFT. Supercool is not responsible for and does not verify the rights or authenticity of any NFTs provided on NFT Platforms nor any claims made by or on NFT Platforms. You are solely responsible for verifying the rights (including any perks and other utility) and authenticity of any NFT you purchase, including any claims made by or on an NFT Platform, as well as any transfer of rights, rights to sell, interest in copyrights, and other intellectual property rights applicable to any NFT purchased through the Services. You acknowledge and agree that Supercool is not responsible for delivering any functionality offered or purported to be offered on or through the NFTs you purchase. Any perks or utility related to an NFT are not provided by Supercool, and you are responsible for verifying any perks or utility related to an NFT. TO THE FULLEST EXTENT PERMITTED BY LAW, SUPERCOOL DISCLAIMS ALL WARRANTIES AND LIABILITIES WITH RESPECT TO ANY NFT PURCHASED THROUGH THE SERVICES.
You are solely responsible for determining what, if any, taxes apply to transactions you conduct through the Services and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Neither Supercool nor any of the Supercool Entities is responsible for determining the taxes that may apply to transactions.
Your use of the Services is subject to transaction limits (based on total fiat amount) set by Supercool. If you have any questions about the limits, please contact Supercool at firstname.lastname@example.org.
2. PROHIBITED ACTIVITIES.
You may use the Services only for lawful purposes and in accordance with this User Agreement. You agree not to:
When using Supercool’s Services, you agree that your business activity does not engage in any of the following:
Enforcement of this Section is solely at Supercools’ discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
3. FEES; PAYMENT.
Any payment obligations you incur are binding at the time of purchase. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay at the time of purchase. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase. All pricing and fees will be set forth at point of sale. By using the Service you agree to pay all applicable fees. Supercool reserves the right to adjust its pricing and fees at any time. We will notify you of the pricing and fees which apply to your Transaction when you authorize the Transaction and in each receipt we issue to you. Our fee may include gas fees to process a Transaction, which we will calculate in our discretion. We will notify you of the total amount of your purchase at or before the time you authorize the Transaction. You are responsible for paying any additional fees charged by your financial services provider. In the event that we receive a payment in an amount less than the total due for the relevant Transaction, we will reject the order, notify you of the reason for the rejection, and (except where otherwise required to comply with applicable law) return the payment less our processing costs. You may be responsible for additional transaction fees, including gas fees, in connection with your Transaction.
When a Transaction is initiated through your Account, we will assume that you authorized such Transaction, unless you notify us otherwise. If you believe you did not authorize a particular Transaction or that a Transaction was incorrectly carried out, you must contact us as soon as possible. While we endeavor to assist with unauthorized or erroneous Transactions, we cannot guarantee that we will be able to reverse or correct any Transaction once it has been initiated. You cannot cancel, reverse or change any Transaction marked as complete or pending. If your payment is not successful, if your Payment Method has insufficient funds or if you reverse a payment made from funds in your bank account, you authorize Supercool, in its sole discretion, to either cancel the Transaction or to debit your any of your other Payment Methods in any amount necessary to complete the Transaction on its original terms. You agree to make any such payment upon Supercool’s request. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non- sufficient funds (NSF) or similar fees charged by your financial services provider.
We reserve the right to refuse to process or to cancel or reverse any Transaction in our sole discretion, even after funds have been debited from your Payment Method(s), if we suspect the Transaction violates this Agreement. In such instances, Supercool will reverse the Transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the canceled Transaction.
Supercool may use a third-party payment processor to process any payment you make to Supercool. Supercool may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular currency or cryptocurrency is accepted as a payment method by Supercool is in Supercool’s sole discretion and subject to change at any time.
Supercool may from time to time make available certain conditional offers, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Service. The rules governing such Promotion will be made available in connection with such Promotion. Supercool will determine your eligibility for any
Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
4. ERRORS AND REFUNDS.
Generally, Supercool does not offer any refunds to users of Services. However, if Supercool cannot purchase the NFT due to an error in the smart contract, Supercool will refund the transaction minus the applicable fees.
Other than the foregoing, all transactions for the purchase of NFTs through the Services are permanent and non-reversible. If you believe a transaction was conducted fraudulently, please alert your bank or card issuer, as applicable, and follow their instructions.
Please note that Supercool does not support transactions that you attempt using either tokens that are not supported by Supercool, or transactions that use an unsupported chain. For example, if you send a supported currency on an unsupported chain. Here, Cardano is an unsupported chain and ETH is a supported currency. If you attempt to send 0.1 ETH through the Cardano chain through the Services, Supercool cannot recover or refund the ETH sent via Cardano.
5. THIRD PARTY DELAYS OR ERRORS.
Supercool, is not responsible for any delays or errors in the provision of the Services, including, but not limited to, delays in the purchase of NFTs for you from a third party, including if such delays or errors are caused by you, your service provider (e.g., your bank), your internet connection or internet service provider.
7. DATA USAGE AND PRIVACY.
Document Destruction. The Company may, in its discretion, retain data collected on or through the Services or processed based on such data (collectively, “Data”) pursuant to our data retention policies.
8. INTELLECTUAL PROPERTY.
The Company reserves all rights in and to the Services and all intellectual property therein and thereto, including the look and feel, trade dress, trademarks, images, content and copy on or available through the Services. “Supercool” and all associated logos, trademarks or other identifiers displayed within the Services are the sole property of the Company or its licensors. You acknowledge that, as between you and Supercool, all rights, title and interest, including all copyright, trademark, patent, trade secret and other intellectual property or proprietary rights, related to the Services (including all modifications, improvements, upgrades, and derivative works thereof) belong exclusively to Supercool.
9. INTERACTIONS WITH THIRD PARTIES.
Any website that is accessible via link embedded in the Services that redirects you from the Site or Platform are provided for your convenience only. You acknowledge that such other websites and their content are not within Supercool’s control. All such websites are subject to the terms, conditions, policies, and procedures of the owners of such websites and not this User Agreement. Accordingly, Supercool hereby expressly disclaims and shall not have any liability or responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on any such websites accessible through links on the Services. We encourage you to read the applicable terms and conditions pertaining to your use of such third party websites to understand your rights and obligations.
You acknowledge and agree that third parties may embed a portion of our Services in their checkout flow, so that you can make NFT purchases using our technology. You agree that we are not responsible for the manner in which our technology is embedded or used by these third parties, and even though they use a portion of our Services, you hereby hold us harmless from and against any and all claims or losses arising from such use.
Supercool, in its sole discretion, may suspend or terminate your access to or use of the Services, for any reason, including, without limitation, if we receive a subpoena, court order or other binding order from a government authority requiring us to do so or if we believe you have violated the terms of this User Agreement, in letter or in spirit. Supercool may also, in its sole discretion, discontinue providing the Services, or any part thereof, with or without notice.
All provisions of this Agreement which, according to their terms or their nature, should survive termination, including, without limitation, provisions with respect to limitation or liability and disclaimer of warranties, shall survive.
11. SERVICES CHANGES AND SUSPENSIONS.
We reserve the right to withdraw or amend the Services in our sole discretion without notice. Additionally, the Services may, as applicable, be delayed, restricted, forfeited, or ultimately unavailable due to certain laws and regulations governing our Services as well as certain circumstances and conditions associated with your use of the Services. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to Users.
12. USER CONTRIBUTIONS.
The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”).
All User Contributions must comply with the Content Standards set out in this User Agreement.
Any User Contribution you post to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assign the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.
Monitoring and Enforcement; Termination
We have the right to:
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 posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
If you believe that any User Contributions violate your copyright, please see our Copyright Policy below for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
13. THIRD PARTY CONTENT.
The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.
The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
14. COPYRIGHT POLICY.
Since we respect artist and content owner rights, it is the Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify the Company’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Supercool Studios, Inc.
2810 N Church St
Wilmington, Delaware 19802-4447 US
Phone: +1 646-480-0524
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying the Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with the Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. the Company may also at its sole discretion limit access to the Service and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the terms of this User Agreement or your use of the Services, including, but not limited to, your User Contributions, any use of any content, services, and products other than as expressly authorized in this User Agreement or your use of any information obtained from the Services.
16. WARRANTY DISCLAIMER.
USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE,’ WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, THE COMPANY , ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
FURTHER, THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE.
SOME LAWS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
17. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE OR (B) ANY AMOUNTS IN EXCESS OF .THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (SUCH AS THE LAWS OF THE STATE OF NEW JERSEY).
18. DISPUTE RESOLUTION.
You agree that in the event of any dispute between you and the Company, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this User Agreement). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you.
You and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.
You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in this User Agreement by sending written notice of your decision to opt-out to email@example.com. The notice must be sent to the Company within thirty (30) days of your registering to use the Services or agreeing to this User Agreement (or if this Section 18 is amended hereafter, within 30 days of such amendment being effective), otherwise you shall be bound to arbitrate disputes in accordance with this User Agreement, and the notice must specify your name and mailing address. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
Notwithstanding anything in this User Agreement to the contrary, You may instead assert your Claim in “small claims” court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.
19. GENERAL TERMS.
Waiver and Severability
No waiver by the Company of any term or condition set out in this User Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this User Agreement shall not constitute a waiver of such right or provision.
If any provision of this User Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the User Agreement will continue in full force and effect.
This User Agreement constitutes the sole and entire agreement between you and Supercool Studios, Inc. regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.
We may assign our rights and obligations under this User Agreement. This User Agreement will inure to the benefit of our successors, assigns and licensees.
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Delaware and the United States, respectively, sitting in Delaware.
You agree that a breach of this User Agreement will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
How to Contact Us
You may contact us regarding the Services or this User Agreement by email at firstname.lastname@example.org.