Particle Platform Terms of Use
Last Updated: 6/12/2023
Acceptance of the Terms of Use; Overview of the Platform
These terms of use are entered into by and between your (“You”) and 4JM Corp. (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the “Terms of Use”), govern your access to and use of the Particle Platform, including any content, functionality, and services offered on or through the Particle Platform.
The Particle Platform (the “Platform”) is the exclusive and proprietary trading platform of the “Particle Collection;” and exclusively transacted on the Platform are “Particles,” or serialized, non-fungible tokens (“NFTs”) of certain underlying original artworks which grant owners particular rights, as more fully described in the Particles Terms and Conditions, found here. The Platform provides You with the opportunity to purchase, sell, hold, redeem, access, view and share Particles. All purchases through the Platform are also subject to the Particles Terms and Conditions.
Please read these Terms of Use carefully before You start to use the Platform. By using the Platform or by clicking to accept or agree to these Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found here, which is incorporated herein by reference. If You do not want to agree to these Terms of Use or the Privacy Policy, You must not access or use the Platform.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page each time You access the Platform so You are aware of any changes, as they are binding on You.
Eligibility
The Platform is offered and available only to non-U.S. persons who are eighteen (18) years of age or older. In connection with your use and access of the Platform, You hereby represent that You (i) are not a “U.S. person” as defined under Rule 902 of Regulation S of the U.S. Securities Act of 1933, as amended, (ii) are not using the Platform on the account of or benefit any U.S. persons and (iii) will not transfer, gift or sell Particles to any U.S. persons in violation of these Terms of Use.
By using the Platform, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Platform. If You have any questions or concerns about your status as a non-U.S. person, You hereby agree to consult with legal counsel prior to your use of the Platform.
Accessing the Platform and Account Security; Registered Accounts
We reserve the right to, at any time and without liability, update, modify, alter, enhance, or eliminate the features, layout, structure, front-end, navigation, appearance, functionality and other elements of all or a part of the Platform, and any aspect, portion or feature thereof, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.
You are responsible for both:
· Making all arrangements necessary for You to have access to the Platform.
· Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.
To access the Platform or some of the resources it offers, You may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information You provide on the Platform is correct, current, and complete. You agree that all information You provide to register with the Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and You hereby consent to all actions we take with respect to your information consistent with our Privacy Policy.
In order transact in Particles on the Platform, You must first (i) create a registered account on the Platform and (ii) verify your cryptocurrency wallet with the Platform from which Particles with be bought or sold, subject to the Platform’s rules and procedures (including any AML and KYC policies). You may be able to transfer your Particles to non-verified wallets via tools we or our providers may make available to You on the Platform, however, if You choose to do this, we will have no responsibility or liability for your use of such external wallets or accounts, or for any problems that arise in transferring NFTs from your verified wallet to an external non-verified wallet or account. PLEASE NOTE, HOWEVER, THAT YOU MAY ONLY BENEFIT ECONOMICALLY FROM THE SALE OF A PARTICLE’S UNDERLYING ARTWORK BY REDEEMING YOUR PARTICLES ON THE PLATFORM FROM A VERIFIED ACCOUNT (AS FURTHER DESCRIBED IN THE PARTICLES TERMS AND CONDITIONS).
You are singularly and personally responsible for securing the private key to your wallet and retaining access to and the validity of your wallet used to purchase Particles on the Platform; all risk and title in any Particles purchased on the Platform transfers to You upon your confirmed purchase.
You also acknowledge that your registered account on the Platform is personal and confidential to You and agree not to provide any other person with access to the Platform or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that You exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
In connection with account setup and verification, You may be required to provide us, either directly or indirectly via a third-party payment processor, with additional Anti-Money Laundering (“AML”) and Know Your Customer (“KYC”) information. You represent that all AML and KYC information provided is true and accurate and that You will immediately update such information in your account or by notice to us if any of it changes.
We have the right to disable any user name, password, or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms of Use. We will have no liability to You for the freezing or termination of a registered account.
Transactions, Fees and Taxes; No Refunds
If You wish to purchase Particles on the Platform (a “Transaction”), You may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, You grant to us the right to provide such information to third parties for the purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, You represent that the applicable Particles will be used only in a lawful manner. All sales on the Platform are final and non-refundable.
You agree to pay all charges incurred by You or on your behalf through the Platform, at the prices in effect when such charges are incurred, including, without limitation, the transaction fees of third party payment processors with whom You may transact through the Platform. You are responsible for compliance with any tax obligations arising from your use of the Platform and are advised to consult with a tax advisor regarding your specific state, local, and federal requirements for your jurisdiction or country. You agree to indemnify, defend, and hold the Company and its affiliates, officers, directors, employees, agents, licensors, representatives, advertisers, service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from your failure to provide required documentation or pay any appropriate taxes to the proper governmental authorities. To the extent that the Company determines that it is liable or responsible in any jurisdiction for collecting or remitting any tax or providing transaction data to relevant authorities, the Company has the right to implement such measures as it deems necessary, in its sole discretion, for ensuring compliance.
The Company is also be entitled to recoup or pass on any third-party listing or transaction fees (including but not limited to debit card, credit card, and/or other third-party payment processing providers) and, to the extent applicable, sales tax amounts incurred from your use of the Platform.
The Company does not receive, custody, or process any payment of fiat currency or cryptocurrency in connection with Transactions on the Platform. All transfers of fiat currency and cryptocurrencies between You and the Company, as applicable, are processed by third-party payment service providers, and your use of these services is expressly made subject to such third-party service providers’ terms and conditions.
Intellectual Property Rights
The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The names, logos, trade names, trademarks, service marks and other distinctive identifications on or off the Platform (collectively “Marks”) are the trademarks and intellectual property of and are proprietary to the Company. You have no right to use any of our Marks, or any confusingly similar marks thereto, for any purpose without the express, prior, written consent of the Company. Nothing contained on the Platform should be construed as granting any right or license to use any trade names, trademarks, service marks or logos without the express prior written consent of the Company.
These Terms of Use permit You to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:
· Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
· You may store files that are automatically cached by your Web browser for display enhancement purposes.
· You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
· If we provide desktop, mobile, or other applications for download, You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications.
· If we provide social media features with certain content, You may take such actions as are enabled by such features.
You must not:
· Modify copies of any materials from this site.
· Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
· Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.
If You print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms of Use, your right to use the Platform will stop immediately and You must, at our option, return or destroy any copies of the materials You have made.
No right, title, or interest in or to the Platform or any content on the Platform is transferred to You, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Prohibited Uses
You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:
· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding sanctions programs and the export of data or software to and from the U.S. or other countries).
· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
· To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
· To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
· To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.
· To carry out any illegal or unauthorized purpose, including without limitation money laundering, terrorist financing, or engaging in, encouraging or promoting any activity that violates these Terms of Use.
· To engage in any fraudulent, deceptive or manipulative trading activities.
· To use the Platform to carry out any financial activities subject to registration or licensing, including without limitation creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
Additionally, You agree not to:
· Use the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
· Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
· Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
· Use any device, software, or routine that interferes with the proper working of the Platform.
· Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
· Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
· Otherwise attempt to interfere with the proper working of the Platform.
User Contributions
The Platform 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”) on or through the Platform.
Any User Contribution You post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
· You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
· All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not the Company, 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 or accuracy of any User Contributions posted by You or any other user of the Platform.
Monitoring and Enforcement; Termination
We have the right to:
· Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
· Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
· Disclose your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
· Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
· Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully 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 Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM 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 cannot review all material before it is posted on the Platform, 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.
Content Standards
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:
· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
· Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
· Be likely to deceive any person.
· Promote any illegal activity, or advocate, promote, or assist any unlawful act.
· Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
· Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
· Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
· Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
Copyright Infringement
If You believe in good faith that materials available on the Platform infringe your copyright, You (or your agent) may send to us a written notice by mail or e-mail, requesting that we remove such material or block access to it. If You believe in good faith that someone has wrongly filed a notice of copyright infringement against You, then You may also send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements. We suggest that You consult your legal advisor before filing a copyright infringement notice or counter-notice.
Reliance on Information Posted
The information presented on or through the Platform 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 Platform, or by anyone who may be informed of any of its contents.
The Platform 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.
Changes to the Platform
We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Platform
All information we collect on the Platform is subject to our Privacy Policy. By using the Platform, You consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Links from the Platform
If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If You decide to access any of the third-party Platforms linked to the Platform, You do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE DO NOT REPRESENT OR WARRANT THAT THE NFT PLATFORM OR ANY NFTS LISTED ON THE NFT PLATFORM, ETHEREUM BLOCKCHAIN, OR OUR OR OUR PARTNERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS RELATED TO ANY USE OF NFTS, INCLUDING WITHOUT LIMITATION ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE NFT PLATFORM OR ANY NFTS.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN A BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN PLATFORM. WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS.
To the extent permitted by applicable law, we are not responsible for any loss due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the NFTs. We are not responsible for loss due to late reports by developers or representatives (or no report at all) of any issues with the Ethereum blockchain supporting NFTs including forks, technical node issues or any other issues having fund losses as a result.
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, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on 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 DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM OR THESE TERMS OF USE, OR ANY OTHER PLATFORMS LINKED TO IT AND ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, 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.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Assumption of Risks
In light of certain inherent risks related to NFTs generally and Particles specifically, and in addition to all of the representations, acknowledgements and covenants contained in these Terms of Use, You expressly acknowledge and agree to each of the following statements:
· Particles are made available on the Platform solely for entertainment purposes.
· The value of an NFT is subjective and prices of NFTs are extremely volatile. Fluctuations in the price of cryptocurrency and other digital assets could materially and adversely affect Particle values. We cannot guarantee in the value of any Particles redeemed on the NFT Platform. You fully understand this subjectivity and volatility.
· The Company will not establish trading, facilitate pricing, provide liquidity or establish any type of price support in any market for the acquisition or disposition of Particles or any purpose, including the purposes of speculative investment or generating a profit in Particles; in other words, we do not support, maintain or guarantee the price of any Particles traded or made available on the Platform.
· There are risks associated with using an internet-based cryptocurrency or NFT, including without limitation, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using an internet-based cryptocurrency or the NFTs, however caused.
· Particles are exclusively recorded on the Ethereum blockchain, and accordingly all sales are final and non-refundable.
· A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development or viability of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of Particles.
· The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development or viability of the Platform and the utility or value of Particles.
· Under no circumstances shall the inability to view your Particles on the Platform serve as grounds for a claim against us or our partners (and each of our and their direct and indirect parents, affiliates and subsidiaries, and our and their respective officers, directors, employees and agents).
Indemnification
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 these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform (“Claims”). You agree to promptly notify us of any third-party Claims and fully cooperate with us in defending such Claims. You further agree that we shall have control of the defense or settlement of any third-party Claims.
Force Majeure
We shall not be liable for any services provided on or the interruption of the Platform, which result directly or indirectly from acts of God, civil or military authority, act of public enemies, war, accidents, fires, explosions, earthquakes, floods, terrorism, pandemics, endemics, failure of infrastructure, hacking, Internet downtime, lag or delay, the elements, or any other similar cause beyond our reasonable control.
Governing Law and Jurisdiction
All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, although we retain the right to bring any suit, action, or proceeding against You for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
Jury Trial Waiver
You irrevocably waive, to the fullest extent permitted by applicable law, any right You may have to a trial by jury in respect of any dispute directly or indirectly arising out of, under or in connection with these Terms of Use.
Arbitration
At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use 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 these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use 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 these Terms of Use will continue in full force and effect.
Entire Agreement
These Terms of Use, together with our Privacy Policy, constitute the sole and entire agreement between You and the Company regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.
Comments and Concerns
The Platform is operated by 4JM Corp., located at 150 Country Estates Circle Suite 110, Reno NV 89511.
All notices of copyright infringement claims, and all other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: hello@particlecollection.com.ƒ