THE AGREEMENT: The use of this website and products on this website provided by DEGE DIGITAL (hereinafter referred to as "Company") are subject to the following Terms & Conditions (hereinafter the "Agreement"), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all pages on this website (hereinafter collectively referred to as "Website") and any digital artworks and collectibles provided by or on this Website ("NFTs").
1) DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
a) Company, Us, We: The Company, as the creator, operator, and publisher of the Website, makes the Website, and certain NFTs on it, available to users. Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.
b) You, the User, the Client: You, as the user of the Website, will be referred to throughout this Agreement with second-person pronouns such as You, Your, Yours, or as User or Client.
c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as Parties.
2) REVIEWING AND ACCEPTING THESE TERMS
By using the Website, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the Website immediately. The Company only agrees to provide use of this Website and NFTs to You if You assent to this Agreement.
DEGEDOG is a collection of digital artworks (NFTs). This Website is only an interface allowing participants to purchase digital collectibles. Users are entirely responsible for the safety and management of their own private wallets and validating all transactions and contracts generated by this Website before approval. When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Furthermore, as the DEGEDOG smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.
Please note that Section 18 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.
3) AGE RESTRICTION
You must be at least 17 (eighteen) years of age to use this Website or any NFTs contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.
4) OWNERSHIP
Unless otherwise indicated in writing by us, the Site, all content, and all other materials contained therein, are the property of DEGE DIGITAL or our affiliates, licensors, or users, as applicable, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
5) TERMS OF SALE
If you elect to purchase a DEGEDOG through our smart contract, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. You agree that we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network or on this site. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. This means that you will need to pay a Gas Fee for each transaction.
Other than the rights to the particular NFT, nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to DEGE DIGITAL, including, without limitation to, DEGEDOG and the associated logos ("Company IP"). All of these rights are expressly reserved in the name of DEGE DIGITAL. You agree that the Company owns all rights, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, product marks or Uniform Resource Locators (URLs), without express written permission from the Company.
6) COMPANY’S INTELLECTUAL PROPERTY
We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site Content. In return, 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; not to engage in any other activity or behaviour that poses a threat to DEGE DIGITAL, INC, (e.g., by distributing a virus or other harmful code, or through unauthorized access to the Site or other users’ cryptocurrency wallets and not to interfere with other users’ access to or use of the Services.
You also agree not to (1) distribute, publish, broadcast, reproduce, copy, retransmit, or publicly display any Site Content; (2) modify or create derivative works from the Site Content, or any portion thereof; (3) use any data mining, robots, or similar data gathering or extraction methods on the Site Content; (4) download any portion of the Site Content, other than for purposes of page caching, except as expressly permitted by us.
With respect to the DEGEDOGSs, each purchaser of a DEGEDOG is granted an exclusive, limited license to such DEGEDOG and its content to access, use, or store such DEGEDOG and its content solely for their personal, non-commercial purposes. DEGEDOGs are a limited-edition digital creation based upon content that may be trademarked and/or copyrighted by Company. Unless otherwise specified, your purchase of a DEGEDOG does not give you the right to publicly display, perform, distribute, sell or otherwise reproduce the DEGEDOG or its content for any commercial purpose. You further agree that you are not receiving any copyright interest in the DEGEDOG or its content, and indeed, you agree that Company may sell, license, modify, display, broadcast and create derivative works based upon your DEGEDOG or its content. Any commercial exploitation of the DEGEDOG could subject you to claims of copyright infringement.
7) ACCEPTABLE USE
You agree not to use the Website or NFTs for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or NFTs in any way that could damage the Website or general business of the Company.
a) You further agree not to use the Website:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
8) FEES AND PAYMENT
If you elect to purchase an NFT through the site, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.
Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction. You also acknowledge and agree that Company receives a Royalty % of every subsequent sale of a DEGEDOG (“Royalty”).
9) TAXES
You agree that you are solely responsible for determining what, if any, Taxes apply to your transactions and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate taxing authorities.
10) PRIVACY INFORMATION
Through Your Use of the Website and NFTs, You may provide Us with certain information.
a) Information We May Collect or Receive: When You register for an account, You provide Us with a valid email address and may provide Us with additional information, such as Your name or billing information. Depending on how You use Our Website or NFTs, We may also receive information from external applications that You use to access Our Website, or We may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others.
b) How We Use Information: We use the information gathered from You to ensure Your continued good experience on Our website, including through email communication. We may also track certain aspects of the passive information received to improve Our marketing and analytics, and for this, We may work with third-party providers.
c) How You Can Protect Your Information: If You would like to disable Our access to any passive information We receive from the use of various technologies, You may choose to disable cookies in Your web browser. Please be aware that the Company will still receive information about You that You have provided, such as Your email address.
11) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website;
b) Violate the security of the Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
12) THIRD-PARTY LINKS & CONTENT
The Company may occasionally post links to third party websites or other products. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third-party products linked to from Our Website.
13) MODIFICATION & VARIATION
The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement. You agree that Your continued use of the Website after any modifications to this Agreement is a manifestation of Your continued assent to this Agreement.
c) In the event that You fail to monitor any modifications to or variations of this Agreement, You agree that such failure shall be considered an affirmative waiver of Your right to review the modified Agreement.
14) NO WARRANTIES
You agree that Your use of the Website and NFTs is at Your sole and exclusive risk and that any services provided by Us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Website or NFTs will meet Your needs. The Company also makes no warranties as to the reliability or accuracy of any information on the Website. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Website or NFTs is Your sole responsibility and that the Company is not liable for any such damage or loss.
15) RISKS
You accept and acknowledge each of the following:
1)You assume all risks associated with the purchase and sale of our NFTs, including any volatility associated with the price of our NFTs or Ethereum, as well as all risks associated with using an internet-based currency (issues with hardware, software, internet connection, and unauthorized access to your Ethereum wallet).
2)You understand that ownership of our NFTs entitles you to license our Art. No information on our website is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Nothing on this website is intended to be an offering of any securities in any jurisdiction nor does it constitute an offer or invitation to purchase shares (including in our company), securities, or other financial instruments. Because our project consists of licensing art, we have not registered with any securities regulators. It remains your sole responsibility to ensure that your purchase of our NFTs and license to use our artwork is in compliance with the laws and regulations of your jurisdiction.
3)NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your licensed artwork and NFTs. You understand and accept all risks associated with any regulations that impact such value.
4)You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum network.
5)You agree and understand that you access and use this Site at your own risk; however, this brief statement does not disclose all of the risks associated with DEGEDOGs.
16) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to You as a result of Your use of the Website or NFTs, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
17) INDEMNIFICATION
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Your use or misuse of the Website or NFTs, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
18) DISPUTE RESOLUTION, ARBITRATION All disputes arising out of or in connection with these Terms of Use, including without limitation your access or use of this website, or to any products sold or distributed through this website, including our NFTs (collectively, “Disputes”) will be referred to and finally resolved by confidential arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.
WITH RESPECT TO ANY DISPUTES: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
19) GENERAL PROVISIONS:
a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the Website or NFTs, You agree that the laws from the Company’s headquarters shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions.
c) GOOD FAITH RESOLUTION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith.
d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
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