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1) Accepting these Terms
● Component Packs: Sets of Components (which may be randomized and have different scarcity or rarity) that you may purchase in order to use them to generate NFTs with the aid of VRYNT’s NFT creation tool sets.
● Cash: Herein, “cash” means any national or “fiat” currency; a legal tender. If a specific cash medium is required but not expressly-specified, the US dollar (USD) shall be assumed or required.
● Collection: A set of NFTs Users may generate based on certain parameters set by the collection Owner, in their sole discretion.
● Collection Owner: A participant of the Platform who presides over a Collection and has certain control and other rights with respect to the Collection, as provided herein, and otherwise as indicated by VRYNT from time to time.
● Components: Individual units, characteristics, or attributes which may be used in VRYNT’s tool sets to generate artwork which serves as NFT Content for NFTs created on the Platform.
● Non-Fungible Token (or “NFT”): A blockchain record which corresponds to unique data (such as digital artwork), and because it is unique, isn’t like-for-like exchangeable with any other blockchain record. Generally, the NFTs actually reside (are stored) outside of the Platform on the blockchain, even though they may be listed or otherwise featured on the Platform.
● Smart Contracts: A smart contract, generally, is a type of facility which acts as a software program and which resides on the blockchain, beyond the control (entirely or in part) of any single party or cohort (including its creator(s)), which may effectuate changes on the blockchain such as “minting” NFTs, “NFT transfers”, or “escrowed” transfers of tokens or other digital assets from one wallet or address to another. VRYNT has created a set of particular smart contracts that are utilized by the VRYNT platform in (or related to) the operation of the Platform.
● Resale Royalty: A share of the proceeds of an NFT, Component Pack, or Component re-sale on the Platform which goes to parties other than the immediate seller of the NFT, Component Pack or Component. The Resale Royalty is a commercial contractual right (pursuant to these terms, and any amended or subsidiary terms provided by VRYNT from time to time), and not any other type of legal right (e.g., a statutory or common law intellectual property right). The Resale Royalty is a right only with respect to the VRYNT Platform, and not any third party venue, platform, or service, or any blockchain network generally.
● VRYNT Gallery Rewards (or “Gallery Rewards” or “Rewards”): Units which may be made available on the platform (e.g., given away as loyalty or promotional incentives) which you may use to purchase Component Packs (but not NFTs or Components).
● VRYNT Platform Credits (or “VRYNT Credits,” or “Credits”): Units which you may use on the Platform to purchase available items, such as NFTs, Component Packs or Components. VRYNT Credits expressly cannot be refunded, or converted into fiat or any digital currency.
● VRYNT Proceeds (or “Proceeds”): Units that you earn for sales of NFTs, Component Packs or Components on the Platform. VRYNT Proceeds can be used to claim VRYNT Tokens, or be used to purchase VRYNT Credits.
● VRYNT Tokens (or “Tokens”): A blockchain token issued by the Platform which is fungible, meaning like-for-like exchangeable or interchangeable with all other VRYNT Tokens. VRYNT Proceeds may be exchangeable for VRYNT Tokens, subject to a User meeting these terms and conditions (and any others reasonably-required by the Company), successfully completing a KYC (Know Your Customer) process, and US citizens may be required to complete the appropriate required taxation forms. VRYNT Tokens may be tradeable outside of the Platform (i.e., on independent cryptocurrency exchanges).
2) Your VRYNT Account
You need to create an account with VRYNT to use the Platform. When you create an account, we will ask you for some information about yourself. We may require you, in our sole discretion, to provide additional information and/or documents. If you do not provide complete and accurate information and/or documents in response to such a request, we may refuse to provide you with the Services.
Your VRYNT account is subject to the following conditions:
● You may only open one account on VRYNT. If we have a reasonable suspicion that you have opened multiple accounts on VRYNT, we reserve the right to take whatever action we deem appropriate, including but not limited to closing and/or freezing your accounts.
● Access: you understand and agree that access to your VRYNT account is limited solely to you. You agree that you will not sell, rent, lease, or grant access to your VRYNT account to any person without our prior written permission.
● KYC / Verify Your Identity: Know-your-customer (or “KYC”) verification procedures are conducted by VRYNT and are required of you before you may complete certain actions, including but not limited to converting VRYNT Proceeds to VRYNT Tokens or withdrawing VRYNT Tokens from the Platform. You understand the foregoing, and agree to provide the requested personally-identifying and any other relevant background or qualification information requested by VRYNT when and as requested. You agree that if you do not, you may lose the ability to transact or otherwise access your NFTs and/or other blockchain assets on the Platform, including a permanent, irreversible loss of Platform access after a reasonable time period in VRYNT’s discretion. You understand and agree that the approval of the responsive KYC information you supply is entirely within VRYNT’s discretion. You agree that VRYNT has no obligation to conduct KYC checking in advance of such time or times as it requests such information from you, in its determination. You agree that if you disable any VRYNT KYC notifications on the Platform itself, VRYNT is permitted to email you such notifications or any information or inquiries regarding KYC. You further agree that VRYNT may require that you validate a credit or debit card, and make one or more small-value test transactions, as part of any KYC process, in its sole discretion.
● AML: Anti-Money Laundering (or “AML”) and procedures are conducted by VRYNT on the Platform in accordance with its internal policies and the requirements of applicable law. Pursuant to these policies, VRYNT may monitor transactions on and with respect to the Platform conducted by or otherwise in relation to you, and retain and further analyze information related thereto. You understand and agree to the foregoing, and agree that VRYNT may make AML reports to all relevant regulators within its discretion (including, but not limited to FinCEN Suspicious Activity Reports (SARs) and Currency Transaction Reports (CTRs) within the US).
● This Platform and the Services do not contain content “directed towards children under 13 years of age” as defined in the Children's Online Privacy Protection Act (“COPPA”). By using the Platform or the Services, you agree with this status and limitation, and further, agree not to upload, contribute or otherwise provide such content to or within the Platform or the Services.
● Security: you understand and agree that you are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access the Platform. Any unauthorized access to your account by third parties could result in the loss or theft of NFTs, VRYNT Tokens, Credits, Rewards or Proceeds held in your account, and any associated accounts, including any linked credit or debit card(s). Though VRYNT aims to provide account and system security in accordance with industry best practices or better, there is no guarantee of perfect security of your account, especially regarding access to it using your personal devices and/or passwords, codes, or cryptographic keys (the “Account Access Methods”). You understand and agree that you will not hold us responsible for managing and maintaining the security of your Account Access Methods. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account unless it occurs due to the direct gross negligence of VRYNT. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
● Trading Fees: by buying or selling a NFT, Component Pack or Component on VRYNT, you agree to pay all applicable fees and you authorize VRYNT to automatically deduct fees directly from your payment. You will always be provided with a breakdown of fees or a link to a fee schedule prior to your purchase or sale of a NFT.
● Communication: you agree and understand that we will communicate with you via electronic means. To ensure that you receive all of our communications, you agree to keep your email address and any other provided contact information (such as a telephone number, if provided) current and notify us if there are any changes. You agree that any notices, agreements, disclosures, or other communications made to your email address on record are considered valid and duly-delivered (whether or not actually-received).
● No USD Balances: Though certain payments on the Platform may be made using a credit or debit card, no User account may carry a balance in U.S. Dollars. VRYNT is not responsible for your access (or lack of access) to, or the disposition of U.S. Dollar or any other fiat currency balances in any financial accounts you have used for VRYNT purposes (whether or not “linked” to VRYNT).
● Unclaimed Property: if VRYNT is holding funds in your account and has no record of your use of the Service for several years, we may be required, upon passage of applicable time periods, to report these funds as unclaimed property in accordance with the abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice. If you fail to respond within seven business days or as required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or administrative fee from such unclaimed funds, as permitted by applicable law.
3) Account Suspension
IF VRYNT HAS A REASONABLE BELIEF THAT YOU HAVE ENGAGED IN ACTIVITIES (1)-(5) ABOVE, VRYNT RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CONFISCATE ANY ASSETS PURCHASED PURSUANT TO THOSE ACTIVITIES AND/OR DEEM SUCH TRANSACTIONS NULL AND VOID.
You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you.
You agree that we may send you communications by email or text message (if you have provided us a text messaging number) that pertain to the status of a purchase or sale of a NFT on VRYNT, and other communications that pertain to your interaction with the Platform, including but not limited to notifications about the status of an NFT you may be interested in purchasing.
You may opt out of promotional communications at any time by following the instructions provided therein.
5) User Content
You understand and agree that you are responsible for any User Content you submit or contribute, and you, not VRYNT, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content posted by you or any other user on the Platform.
While VRYNT offers a marketplace for NFTs, it does not ever take custody or possession of any User owned NFTs. The Platform facilitates User creation and collection of NFTs, but neither the Company nor the Platform are custodians of any User owned NFT. The User understands and acknowledges that the Smart Contracts, while prospectively created (all or in part) by VRYNT, exist “as-is” on the blockchain, and do not give VRYNT custody or possession of any NFT or cryptocurrency at any time, with the exception of facilitating transactions on the Platform. You affirm that you are aware and acknowledge that VRYNT is a non-custodial service provider and has designed this Platform to be automated and directly accessible by the Users without any involvement or actions taken by VRYNT or any third-party.
Notwithstanding the foregoing, you understand and agree that the Auction and certain other Smart Contracts may themselves take control of the NFTs and/or cryptocurrency consideration for certain relevant times. You understand and agree that for such times, VRYNT does not and cannot control the disposition of the NFTs or other relevant blockchain assets, as they are under the control of the blockchain network as a whole.
Rights in NFT Creations and NFT Content
VRYNT hereby sets forth that, with respect to rights and obligations of VRYNT, control of an NFT on the blockchain does not necessarily establish legal ownership of the NFT or Intellectual Property rights associated with the NFT (if any). Control of an NFT on the blockchain instead gives rise to the presumption of legal ownership of the NFT and Intellectual Property rights associated with the NFT (if any), but this presumption shall be rebuttable, and any rights, express or implied, arising therefrom, shall be voidable in the discretion of VRYNT (see Sections 8 and 10[AK1] ). Wherever in this Agreement the term “own” or “owns” is used with respect to an NFT, ownership in the foregoing conditional sense is meant.
If you are a NFT Creator, you hereby grant VRYNT a non-exclusive, worldwide, royalty-free license to:
● Use the NFT Content contained in your NFT Creation for purposes of minting, displaying and selling or facilitating sales of your NFT Creations;
● License or sub-license the NFT Content and NFT Creation under the terms hereof, and more specifically, in accordance with the terms of any content license you have selected among those provided by VRYNT, or otherwise agreed with VRYNT, or any third-party Collection Owner;
● Use your name and image for marketing or promotional purposes;
● Use, copy, modify, distribute, publish, and otherwise transmit NFT Content (e.g., images or video) from your NFT Creations for marketing or promotional purposes; and
● Use your biography and other public information about you to promote your NFT Creations.
As a NFT Creator, you understand and agree that:
● You are responsible for the content of your NFT Creations;
● Any NFT Creation that violates any of VRYNT’s policies may be obfuscated or deleted from the Platform by VRYNT, in its sole discretion;
● You will not use the NFT Content incorporated into your NFT Creations for the creation of additional non-fungible tokens;
● You will respect the intellectual property of others; and
● You will not coordinate pricing with other NFT Creators, Collection Owners or Third Parties.
Monitoring and Removal
6) VRYNT Platform and Service Ownership
Unless otherwise indicated in writing by us, the Platform, all content, and all other materials contained therein, including, without limitation, the VRYNT logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “VRYNT Content”) are the proprietary property of VRYNT or our affiliates, licensors, or users, as applicable. The VRYNT logo and any VRYNT product or service names, logos, or slogans that may appear on the Platform or elsewhere are trademarks of VRYNT or our affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any VRYNT Content to link to the Platform or Content without our express written permission. You may not use framing techniques to enclose any VRYNT Content without our express written consent. In addition, the look and feel of the Platform and Content, including without limitation, all page headers, custom graphics, button icons, and scripts constitute the service mark, trademark, or trade dress of VRYNT and may not be copied, imitated, or used, in whole or in part, without our prior written permission.
Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of VRYNT.
7) Terms of Sale
By placing a bid or an order on or through VRYNT, you agree that you are submitting a binding offer to purchase the corresponding NFT (and/or other service element, if applicable). Your order is accepted and confirmed once purchase is complete, and VRYNT displays the Confirmation Alert (the "Confirmation Alert"). YOU HEREBY EXPRESSLY AGREE THAT THE PROVISIONING OF A NFT BEGINS IMMEDIATELY AFTER THE CONFIRMATION PAGE IS DISPLAYED.
Marketplace (“Marketplace”) transactions (elaborated on in Section 12), including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances, and other operations through the Platform utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. Users acknowledge and agree that the VRYNT Smart Contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the blockchain (i.e., "forks"), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your digital currency or digital asset (including NFTs), or lost opportunities to buy or sell NFTs. VRYNT assumes no liability or responsibility for any such Smart Contract or related failures, risks, or uncertainties.
Users hereby acknowledge and assume the risk of initiating, interacting with, participating in Marketplace or Auction transactions and take full responsibility and liability for the outcome of any transaction they initiate, whether or not the Smart Contracts, VRYNT, or other market participants behave as expected or intended. Users hereby represent that they are knowledgeable, experienced and sophisticated in using blockchain technology, VRYNT, and in initiating blockchain-based transactions. No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
Collection Owners may choose to provide certain rights to holders of the NFTs created within their Collections, which may include, but are not limited to, physical items, special access, or other exclusive content (collectively, “Additional Benefits”). Any Additional Benefits will be provided directly to you from the Collection Owner or their designee; VRYNT has no involvement in such transactions and is not a party to such transactions. Notwithstanding the foregoing, VRYNT may publish a description of the Additional Benefits on its Platform on behalf of the Collection Owner. If you own a NFT that entitles you to Additional Benefits, you hereby consent to VRYNT sharing your contact information with the Collection Owner to facilitate delivery of your Additional Benefits. Unless otherwise stated, transactions on the VRYNT Marketplace (elaborated in Section 12 of this Agreement) are only for NFTs, and do not grant the purchaser the right to any Additional Benefits.
NFTs, Component Packs and Components resold on the Marketplace may contain a percentage payout to certain other parties (see the Resale Royalty Schedule, below), as determined VRYNT in its sole discretion (the “Resale Royalty”). By agreeing to these terms, you, irrespective of whether you are in the position of a seller or buyer, are agreeing to pay the Resale Royalty, and hereby provide your consent for VRYNT to deduct, split, direct or otherwise collect, and to advance the Resale Royalty to the Collection Owner and/or any other parties VRYNT deems are due all or a portion of the Resale Royalty, or to instruct a smart contract or any other blockchain or non-blockchain technical facility to do any of the foregoing.
The “Resale Royalty” is not intended to constitute a “royalty” in any sense, legally or practically, other than that described in the foregoing paragraph, and you hereby agree that it carries no further meaning or intent, or implies or sets out any obligations on the part of VRYNT.
The Resale Royalty may not be paid in the case of NFT transactions taking place outside of, or beyond the intended functionality of VRYNT’s Platform or Services generally. You (whether as an NFT Creator, buyer, or seller) agree that VRYNT has no obligation to collect or otherwise facilitate the Resale Royalty, and that no such obligation exists on the part of any party, beyond the bounds of VRYNT’s Platform and the Services, and the ordinary, intended operation thereof.
Resale Royalty Schedule
For Individual NFT sales (15% total):
● The Collection Owner: 5%
● All previous owners of the NFT: 5%
● VRYNT itself (the Platform): 5%
For Individual Component sales (15% total):
● The Collection Owner: 5%
● VRYNT itself (the Platform): 10%
8) VRYNT Credits, VRYNT Gallery Rewards, VRYNT Proceeds and VRYNT Tokens – Specific Terms
Defined more fully in the first section, VRYNT Credits, Rewards, Proceeds, and Tokens generally function with respect to each other as follows:
● Of these types of VRYNT units, Users can only directly buy VRYNT Credits (i.e., using accepted cryptocurrencies, VRYNT Proceeds, or using fiat money with a credit or debit card through a third-party payment gateway).
● NFTs and any other item that Users make on the Platform that is sold or otherwise transacted on the Platform earns them VRYNT Proceeds.
● VRYNT Proceeds can be converted to VRYNT Tokens, subject to the terms and conditions of the Platform (including, without limitation, that the converting User passes KYC), or be used to purchase VRYNT Credits.
● VRYNT Gallery Rewards are a special type of unit that can only purchase Component Packs. They are given out to Users by VRYNT promotionally, in its sole discretion.
● Some VRYNT Proceeds may also be given away promotionally; e.g., for creating a Platform account.
All of the foregoing types of digital units (VRYNT Credits, Gallery Rewards, Proceeds, and Tokens) are solely Platform-specific functional digital units; they are not cash equivalents and have no cash value – even if they are denominated in terms US dollars or any other national currency.
Dormancy Fees and Expiration
VRYNT voluntarily follows Regulation E (in particular, 12 CFR §205.20) with respect to VRYNT Credits, Gallery Rewards, and VRYNT Proceeds. To provide you an overall better Platform experience, units of the foregoing types (the “On-Platform Units”) are subject to charges for inactivity (dormancy), and eventual expiration. However, in keeping with regulations and the spirit of transparency, VRYNT provides the following guarantees and disclosures with respect to fees and expiration of On-Platform Units:
- 1.There will be no dormancy fees charged unless the corresponding account holding the On-Platform Units has not engaged in any User-initiated transactions in terms of any of the On-Platform Units (respectively) for one calendar year.[AK2]
- 2.The dormancy fees will be deducted respectively from each type of dormant On-Platform Unit held by the User once per calendar month, on the first day of the month, computed as 2% of the outstanding amount of each.
- 3.All dormant On-Platform Units will expire completely after five calendar years of dormancy (as defined in #1, above).
Purchases of VRYNT On-Platform Units, NFTs, or Other Digital Assets
The only On-Platform Unit or any other form of Platform digital asset you can purchase on the Platform with off-Platform value is VRYNT Credits. You may purchase VRYNT Credits for US dollars using a credit or debit card, or via certain third-party cryptocurrencies, or VRYNT Tokens as set forth under Sections 17 and 18 of these Terms. The amount of VRYNT Credits purchasable for each USD, VRYNT Token or accepted third-party cryptocurrency is in VRYNT’s sole discretion, but shall be based on a market mechanism VRYNT finds to be reasonable in the circumstances, and will be disclosed to you prior to consummating any purchase. VRYNT may elect to provide additional VRYNT Credits (“Bonus Credits”) for purchases of larger quantities of VRYNT Credits. Such Bonus Credit amounts are also in VRYNT’s sole discretion.
NFTs, Component Packs, or Components on the VRYNT Platform are only purchasable with VRYNT Credits. No ability to purchase these digital assets with any other consideration (e.g., fiat currency, VRYNT Tokens or or third-party cryptocurrencies), is herein or otherwise expressed or implied.
Conversions between VRYNT Proceeds and VRYNT Tokens
VRYNT will generally seek to make available the conversion of VRYNT Proceeds to VRYNT Tokens to qualifying users (defined below). The conversion price will be at the Platform's discretion, but will generally aim to track the market price of the Tokens (if an external market is present). The Platform will perform the conversion exclusively as a principal, not as an agent, and by utilizing this service, you expressly agree that VRYNT is acting as a principal for itself, and disclaim any engagement of VRYNT as your agent in acquiring or disposing of Tokens. By accepting a quote for VRYNT Tokens in terms of VRYNT Proceeds or Credits (or vice versa), you are expressly accepting these terms.
The redemption or conversion price for VRYNT Proceeds into VRYNT tokens shall be based upon a market mechanism VRYNT finds to be reasonable in the circumstances (e.g., the current market price respective to the volume ask). VRYNT at its own discretion may limit the amount of VRYNT Proceeds that can be claimed in a given time frame based on a variety of real-world conditions. You agree that the conversion pricing mechanism may be adjusted within reason for a variety of real-world conditions, e.g., slippage in the market between the time of redemption with the User and the time VRYNT settles its own books, and may account for VRYNT’s own trading fees.
VRYNT will not perform conversions from VRYNT Proceeds to VRYNT Tokens if you are not a qualifying user, that is, without limitation, you have not passed KYC, as discussed herein, supra.
VRYNT Gallery Rewards - Functionality and Specific Terms
As mentioned above, Gallery Rewards can only purchase Component Packs, not components or NFTs on the platform.
Accruals of Gallery Rewards: Gallery Rewards are calculated ratably on the original Component Pack price of the Components that were utilized in your minted NFT Creation. For example, if you buy a Component Pack for 10 VRYNT Credits, and the Component Pack has 10 components, each Component in that pack has a max Gallery Rewards Value of 1 VRYNT Credit. If you sell a Component in that Component Pack to someone else for 25 VRYNT Credits, the maximum Gallery Reward value for that Component is still 1 VRYNT Credit..
Using Gallery Rewards: Gallery Rewards are applied as a discount to Component Packs. E.g., if you have 100 Gallery Rewards, and you purchase a VRYNT Component Pack worth 100 VRYNT Credits, the Gallery Rewards will be applied and you will receive a 100% discount on that Component Pack. If you instead have 50 Gallery Rewards, you would need to pay an additional 50 VRYNT Credits for the Component Pack.
Gallery Rewards After Discounts: If you buy a Component Packs using a Gallery Reward, the maximum Component value for the purposes of additional Gallery Rewards that can accrue on the Component Pack is the discounted (not the original) price. If the discount amounted to 50%, then the maximum Gallery Reward you may earn on that Component Pack is 50% of the original price (e.g., if the original price was 100 VRYNT Credits, then you could only earn up to 50 VRYNT Credits in Gallery Rewards). If the discount amounted to 100%, then the maximum Gallery Reward you could earn for those Components would be 0 VRYNT Credits.
9) Intellectual Property of the Platform; Infringement
Outside of the VRYNT Content, all other trademarks, product names, and logos on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted by or listed on VRYNT infringes your copyright or trademark rights, please file a notice of infringement by contacting VRYNT’s Copyright Agent at [email protected].
In such event, in accordance with the Digital Millennium Copyright Act (“DMCA”), please provide VRYNT’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Platform of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please note that you can be held liable under the DMCA for making frivolous claims of infringement under this process, e.g., without limitation, by failing to make a good-faith allowance for the user’s fair use rights.
VRYNT’s policy is to suspend or terminate the account(s) of infringers and take appropriate actions under DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. If you believe your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent; (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, along with a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, VRYNT will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
In accordance with the DMCA and other applicable law, VRYNT has adopted a policy of terminating, in appropriate circumstances and at VRYNT’s sole discretion, Users who are deemed to be infringers. VRYNT may also at its sole discretion limit access to the Platform and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10) License; Intellectual Property of NFTs
The NFT Content is made available under the following license terms, unless other license terms are expressly-indicated as being applicable to a specific Collection:
You acknowledge and agree that the Intellectual Property Rights in all NFT Content remain with VRYNT or the specified Collection Owner (either, the “IP Owner”). You may display and share NFTs, but you do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the NFT or NFT Content, excepting the limited license granted by these Terms.
The Permitted Use: your limited license to display NFTs, includes, but is not limited to, the right to display the NFTs privately, in the usual or conventional manner for the particular variety of Content: (i) for the purpose of promoting or sharing your purchase, ownership, or interest, (ii) for the purpose of sharing, promoting, discussing, or commenting on the NFT; (iii) on third party marketplaces, exchanges, platforms, or applications in association with an offer to sell, or trade, the NFT; (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments; and (v) within physical venues (e.g., your personal residence or a public place, such as a gallery).
You have the right to sell, trade, transfer, or use your NFT, but, in the case of VRYNT-branded IP contained in the NFT Content, you may not make “commercial use” of the NFT.
You may not, nor permit any third party, to do or attempt to do any of the following, without limitation, in the absence of the IP Owner’s and/or VRYNT’s (in pertinent part) express prior written consent in each case: (i) modify, distort, mutilate, or perform any other modification to the NFT which would be prejudicial to the IP Owner’s or VRYNT’s honor or reputation[AK4] ; (ii) use the NFT to advertise, market, or sell any third party product or service[AK5] ; (iii) use the NFT 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[AK6] (all of the foregoing, as determined in VRYNT’s sole discretion); (iv) in the case non-commercial use is prohibited by these Terms, incorporate the NFT in movies, videos, video games, or any other forms of media for a commercial purpose; (v) in the case non-commercial use is prohibited by these Terms, sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the NFT; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the same NFT or NFT Content, whether on or off of the VRYNT platform; (viii) falsify, misrepresent, or conceal the authorship of the NFT; or (ix) in the case non-commercial use is prohibited by these Terms, otherwise utilize the NFT for the your or any third party’s commercial benefit.
11) Your Use of VRYNT
● We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Content. Our grant of such license is subject to the following conditions:
● Unlawful Activity: you agree not to engage, or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity.
● Abusive Activity: you agree not to engage in any activity that poses a threat to VRYNT, for example by distributing a virus or other harmful code, or through “hacking” or other unauthorized access to the Platform, NFTs, or other users’ accounts.
● Inappropriate Behavior: you agree not to interfere with other users’ access to the Platform or use of the Services.
● Communication: you agree not to communicate with other users for purposes of (1) sending unsolicited advertising or promotions, requests for donations, or spam; (2) engaging in hate speech or harassing or abusing other users; (3) interfering with transactions of other users. You agree not to use data collected from the Platform to contact individuals, companies, or other persons or entities outside the Platform for any purpose, including but not limited to marketing activity.
● Fraud: you agree not to engage in any activity which operates to defraud VRYNT, other users, or any other person; or to provide any false, inaccurate, or misleading information to VRYNT.
o this includes engaging in or knowingly facilitating any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
▪ trading a digital asset at successively lower or higher prices for the purpose creating or inducing a false, misleading or artificial appearance of activity in such digital asset,
o unduly or improperly influencing the market price for such Collectible or establishing a price which does not reflect the true state of the market in such Collectible;
▪ for the purpose of creating or inducing a false or misleading appearance of activity for a digital asset or creating or inducing a false or misleading appearance with respect to the market in a digital asset:
o participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a digital asset, or otherwise, which is not lawfully organized for the purposes for which it is being used;
o 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 App (including, without limitation, purchases of NFTs);
▪ involve acquiring NFTs 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 digital asset and then attempting to charge the cost back to your payment method while still maintaining ownership or control of the digital asset or selling, gifting or trading the digital asset to someone else); or
▪ 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 VRYNT; or
▪ otherwise involve or result in the wrongful seizure or receipt of any NFTs or other NFTs
o utilize the NFTs to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions
● Gambling: you agree not to utilize the Platform to engage in any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance.
● Taxes: neither VRYNT nor any other VRYNT Party is responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (“Taxes”), that apply to your NFT transactions. You agree that you are solely responsible for determining what, if any, Taxes apply to your NFT transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities. Unless otherwise indicated on an applicable invoice, any amounts due in respect of a NFT transaction are exclusive of sale, use, value added or similar Taxes (“Sales Taxes”) which shall be your responsibility. Any payments with respect to your NFT transactions shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax (a “Withholding Tax”) from any such payment, then the sum payable by you shall be increased as necessary so that after such deduction or withholding has been made the amount received is equal to the sum that would have been received had no such deduction or withholding been made. Upon our request, you agree to promptly provide a properly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service W-8 and any other tax form that is reasonably required by us so to comply with our tax reporting obligations.
● Intellectual Property Infringement: you agree not to (1) engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; (2) use VRYNT Content (as defined in Section 8 above) without express written consent from VRYNT; or (3) engage in any action that implies an untrue endorsement or affiliation with VRYNT.
o this includes reverse engineering any aspect of the Service or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area or code of the Service.
● You agree to notify us immediately if you become aware of any actual or potential breaches of Intellectual Property Rights relating to your Account or any NFT you own. You irrevocably release, acquit, and forever discharge VRYNT and its subsidiaries, affiliates, officers, and successors of any liability for direct or indirect copyright, trademark or other intellectual property infringement claims against VRYNT due to your breach of these Terms.
● Hyperlinks: you are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Platform for noncommercial purposes, provided that such link does not portray VRYNT, our affiliates, or the Platform in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking Platform does not contain any adult or illegal materials, or other materials that is offensive, harassing, or otherwise objectionable.
● Additional Prohibitions: you agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Content; (2) modify or create derivative works from the Platform or Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Platform or Content; (4) download any portion of the Platform or Content, other than for purposes of page caching, except as expressly permitted by us.
● Non-Reliance: user is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including various blockchain networks, NFTs, NFTs and “smart contracts” (bytecode deployed to Ethereum or another blockchain). User has conducted its own thorough independent investigation and analysis of VRYNT, and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of VRYNT in connection therewith, except as expressly set forth by VRYNT in these Terms.
12) THE MARKETPLACE
● When you access and use the Marketplace (“Marketplace”), we act as an intermediary for Marketplace Users to transact and are not a party to any agreement to buy, sell or trade the NFTs advertised on the Marketplace. When a User purchases a digital asset and a User agrees to provide that digital asset, they are entering into an agreement directly with each other. We do not act as an agent for any User.
o are not liable or responsible for any guarantees or assurances made by the seller of any listing on the Application;
o have not made, and do not make any representation, guarantee or warranty that any digital asset will meet your requirements or expectations;
o are not liable or responsible for any increase or decrease in value of any digital asset. We have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any digital asset, including whether the value of the digital asset will increase or decrease in the future. The Prices of collectible assets are volatile and subjective, and we cannot guarantee that any digital asset purchase will retain any value, which may depend on a number of inherently subjective factors beyond our control, including the desirability of a particular digital asset; and
o will not be responsible for the negligence or misconduct of other Users (including where another User has attempted to defraud you, doesn’t have the right to sell an Asset to you, or fails to complete a transaction.)
● Listing: where you list a digital asset for sale or trade in the Marketplace:
o you must only list a digital asset that you own in any Listing;
o your Listing must be accurate, current, complete and include all the relevant information on the digital asset. We reserve the right, but are not required, to amend any listing to supplement, remove or correct information;
o your Listing must not be misleading (which includes ensuring no material information is left out); and
o you accept that, any sale of the digital asset will be final, and that you will not be able to cancel the sale or retain ownership in the digital asset. You enter into a legally binding contract to purchase a digital asset when you commit to buy a digital asset at the Price, your offer for a digital asset is accepted by the seller (whether as a trade for another digital asset(s) or for a Price), or if you have the winning bid in an auction.
o you must only place a bid on an auction if you intend to buy the NFT at Price. Under certain conditions you may not be able to revoke a bid once it is placed.
o where an NFT is sold by auction, and you place the winning bid, you will be obliged to complete the purchase of the NFT at the Price, and you will not be able to cancel your offer or negotiate a different Price once your bid has been lodged.
o you agree not to engage in any “shill bidding” (i.e., placing, or organizing someone to place, fake bids to manipulate price, desirability or the search position of your listing).
o where we reasonably believe that you have engaged in shill bidding, we may suspend, or terminate your Account.
● Trading: where you have entered into a trade with another User, that trade will be final, and you will not be able to cancel the trade or negotiate a different trade.
● Prices specified on the Marketplace are set by the User offering the Asset for sale or trade. Prices are in VRYNT Credits. We do not make any representation that Prices set by Marketplace Users are reasonable or reflect the value of a digital asset. We will not provide any refunds or reimbursements for any reason.
13) Accidental Transfers
You understand and agree that in the event that you deposit NFTs or NFTs into an incorrect address, we may not have the ability, and are under no obligation or duty, to return such NFTs or NFTs to you. This section applies regardless of whether we control the destination address.
Exceptions to this section may be considered and made on a case-by-case basis and in our sole discretion.
You agree and understand that we may modify part or all of VRYNT, the Platform or the Services without notice. You agree that some VRYNT collections may include evolutionary traits that change the assets of an NFT over time, and that these are the characteristics of the NFT defined by the Collection Owner, and not the VRYNT Platform. In some cases the VRYNT Platform is the Collection Owner.
Please note, without limitation, the following risks in accessing or using VRYNT: The price and liquidity of blockchain assets, including NFTs and the VRYNT Tokens, are extremely volatile and may be subject to large fluctuations; Fluctuations in the price of other blockchain assets could materially and adversely affect NFTs or the Tokens, which may also be subject to significant price volatility; Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs or Tokens; NFTs and Tokens are not legal tender and are not backed by the government; Transactions in NFTs and Tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; transactions in NFTs and Tokens will generally be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction; The value of blockchain assets may be derived from the continued willingness of market participants to exchange fiat currency or other blockchain assets for NFTs or Tokens, which may result in the potential for permanent and total loss of value of a particular blockchain asset should the market for that blockchain asset disappear; The nature of NFTs or Tokens may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by VRYNT may prevent the access to or use of your NFTs or Tokens; Changes to Third Party Services (discussed in Section 17 below) may create a risk that your access to and use of the Platform will suffer.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that VRYNT does not give advice or recommendations regarding NFTs or Tokens, including the suitability and appropriateness of, and investment strategies for, NFTs or Tokens. You agree and understand that you access and use VRYNT at your own risk; however, this brief statement does not disclose all of the risks associated with NFTs and Tokens. You agree and understand that VRYNT will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs or Tokens, however caused.
17) Third Party Services
VRYNT provides or references these Third-Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services, or their products or services. You use all links in Third Party Services at your own risk. When you leave our Platform, our Agreement and policies no longer govern. We may, but are not obligated to, warn you that you are leaving our Platform.
We neither own nor control the Third Party Services, exchanges, the AVALANCHE Blockchain or any other blockchain network, your browser, or any other third-party Platform, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform or move your NFTs out of the VRYNT. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. You irrevocably release, acquit, and forever discharge VRYNT and its subsidiaries, affiliates, officers, and successors of any liability for royalties, fines, or fees not received by the you from any off-Platform transaction.
You understand that your blockchain public address will be made publicly visible whenever you engage in a transaction on the Platform.
18) Digital Wallet, Payments and Funds
Any cryptocurrency assets that you transfer to NFT sellers on the VRYNT Platform (or vice versa) via your Metamask (or similar) Wallet (each, a “Digital Wallet”) will not be held in custody or trust by VRYNT, ever. They are solely transferred directly to, in pertinent part, (1) the NFT sellers, (2) NFT buyers, and (3) to VRYNT (to pay for VRYNT Credits).
You authorize us to deduct our fees, gas fees, and to direct the pertinent percentage of each transaction to NFT Sellers and other parties by specifying their corresponding blockchain addresses and/or other technical means in each underlying sale transaction.
Banks and other credit or debit card issuers may offer a dispute process for credit or debit card payments made through Stripe. VRYNT does not handle or hold fiat funds, and is unable to assist with Chargebacks. VRYNT may hold back future proceeds to a seller, Collection Owner or other due party if amounts they are due derive from funds impacted by a Chargeback. You agree that VRYNT may suspend, and possibly confiscate On-Platform assets in your account[AK7] if you have paid via credit card for and received a Component Pack, Component or NFT, and we receive a chargeback for that transaction. You agree to indemnify us and hold us harmless against any costs claimed against us as the result of any Chargebacks initiated by you.
You agree that VRYNT may limit the amount that you may use a credit card or debit card for on the Platform. This amount may be a different amount for a Component Pack, a component, or an NFT.
You agree that VRYNT has the right, under its AML policies and procedures, to restrict you from using a credit card and/or a debit card for purchases.
To receive any kind of cryptocurrency, NFT or other digital asset from VRYNT, you must specify a Digital Wallet capable of receiving such asset. VRYNT has absolutely no responsibility to make the payment or conveyance to you of any NFT, cryptocurrency or digital asset if you have failed to link the appropriate Digital Wallet app or provide the appropriate blockchain address (as the case may be).
You bear all responsibility for all losses and any action undertaken while engaging with a third party wallet or payment service. VRYNT is not liable for any loss or any action undertaken while using a third-party digital wallet or payment service.
You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to you. You also acknowledge and agree that gas is non-refundable under all circumstances.
There is no charge for downloading our Application, or using the Platform or the Services generally, but you will need an internet connection. You are responsible for all associated charges from your internet or mobile network providers.
By using our Services, you accept that it is your responsibility to calculate and pay:
● any taxes applicable to any transactions you conduct on our Platform. We accept no responsibility for, nor make any representation in respect of, your tax liability;
● any fees associated with your payment method of choice; and
● any currency conversion fees
We may change, modify or increase the Fees we charge for our Services from time to time by giving 30 days’ notice. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Fees, you may remove your Account. If you do not remove your Account before the effective date of the increase, you are deemed to have accepted the increased Fees.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE PLATFORM, CONTENT CONTAINED AND NFTS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL (1) MEET YOUR REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.
WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE PLATFORM. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE PLATFORM AND CONTENT SAFE, IT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENT, ANY NFTS REFERENCED OR LISTED ON OUR PLATFORM OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED WALLET FILES; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR NFTS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK (E.G., ETHEREUM). ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THAT NETWORK. WE DO NOT GUARANTEE THAT THE COMPANY OR ANY COMPANY PARTY CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.
The Company is not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains, or any other features of NFTs. The Company is not responsible for sustained losses due to late reports by developers or representatives (or no report at all) of any issues with the blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.
Nothing in this Agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by gross negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, SERVICES, AND CONTENT CONTAINED THEREIN.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
20) Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, THE PLATFORM, PRODUCTS OR THIRD PARTY SERVICES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE PLATFORM, CONTENT, NFTS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE PLATFORM EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF THE COMPANY’S GROSS NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF THE COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
22) Governing Law
Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with VRYNT and limits the manner in which you can seek relief from us.
You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Platform; any products sold or distributed through the Platform; or any aspect of your relationship with VRYNT will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or VRYNT may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in Delaware, USA, administered by JAMS and conducted in English, rather than in court. VRYNT may, in its sole discretion, choose to hold the proceedings by remote teleconferencing, using any means acceptable to the Arbitrator.
Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.
You understand that by agreeing to this Arbitration Agreement, you and VRYNT are each waiving their right to trial by jury and to participate in a class action or class arbitration.
If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.
This Arbitration Agreement shall survive the termination of your relationship with VRYNT.
We reserve the right, without notice and in our sole discretion, to terminate your license to access or use the Platform, Services or Content, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.
26) Entire Agreement
28) Contact Information
2146 Roswell Road Ste 103-896
Marietta, GA 30062
END OF AGREEMENT