Terms of Use
May 17, 2023
Please read these Terms of Use and any additional terms expressly incorporated by reference (the “Terms”) carefully before you start to use this website or any of our services. The website, https://www.archeota.com/ and its subdomains (collectively, the “Site”) are owned and provided by Archeota (“Company,” “we,” “us,” “our”). Company and its affiliates provide the Site to you (the “user”, “you”, and “your”, as applicable) for your personal use only and subject to your acceptance of and compliance with these Terms. These Terms are effective as of May 17, 2023. This version of these Terms replaces and supersedes any prior terms of use applicable to the Site. You may use the Site for lawful purposes only, in accordance with these Terms. You agree to abide by all applicable international, federal, state, and local laws and regulations in your use of the Site.
Company may offer certain services, features, functionalities, smart contracts, and tools (collectively, the “Services”) through the Site, our Application Programming Interfaces (APIs), or other software associated or integrated with the Site or our Services, for which additional terms and conditions may apply in connection with your use. By accessing, using or paying for any of these additional Services, you agree to any additional terms applicable to those Services, and those additional terms become part of our agreement with you, in addition to these Terms. If any of the applicable additional terms conflict with these Terms, the additional terms will prevail while you are using those Services to which they apply.
THESE TERMS CONTAIN IMPORTANT INFORMATION THAT MAY AFFECT YOUR LEGAL RIGHT. AS OUTLINED IN SECTION 14, DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS agreement, with limited exceptions. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.
1. Binding Effect
These Terms constitute a legally binding agreement between you and Company. By using the Site, you: (1) acknowledge that you have read and understood these Terms; (2) represent that you are 18 years of age or older and of legal age to enter into a binding agreement; and (3) accept these Terms and agree that you are legally bound by them. Your use of the Site manifests your agreement to be bound by these Terms each time you access the Site. If you do not agree to any of these Terms, do not use or access the Site.
2. General Use, License, and Termination
Company grants you a personal, limited, nonexclusive, nontransferable, revocable license (without the right to sublicense) to make use of the Site, regardless of the medium by which the Site is accessed by you (e.g., via a web or mobile browser). This license has the sole purpose of enabling you to use and enjoy the benefit of the Site as provided by Company. Your license to any content linked to or associated with any NFT is solely as set forth by the respective seller or creator of that NFT and is not covered under the license granted to you by Company under these Terms. This license does not include any rights not specifically enumerated herein.
You acknowledge that your use of the Site is at our sole discretion and your license to use the Site may be terminated by us at any time, for any reason or for no reason. We reserve the right, in our sole discretion, to refuse service, to block or prevent future access to and use of the Site, to terminate any user’s account, and to alter or delete any material submitted to the Site through the user’s account, except to the extent such material is publicly available through a blockchain not under Company’s control. Following termination of this license, these Terms shall apply to the extent practicable.
You acknowledge that Company provides the Site and any applicable Services to you to enable you to create, display, organize, store, and view non-fungible tokens (“NFTs”), to mint NFTs or smart contracts, and to directly engage with other Users to share, purchase, sell, or transfer NFTs through publicly accessible blockchains. You acknowledge that Company is not a wallet provider, broker, dealer, financial institution, creditor, money services business, or financial institution, but rather the provider of an innovative platform which provides information and resources related to digital assets, and assists Users in creating, managing, displaying, and interacting with others regarding digital assets available through publicly accessible blockchains.
By accessing or using the Site, you acknowledge and agree that you are knowledgeable and experienced in using and evaluating blockchain and related technologies and assets, including NFTs and “smart contracts.” You further acknowledge and agree that you have conducted your own thorough research, independent investigation, and analysis of the Site and all other matters contemplated by these Terms and have not relied upon any information, statement, representation, or warranty, express or implied, written or oral, made by or on behalf of Company in connection therewith, except as expressly set forth by Company in these Terms.
The Site is intended for use by those who are eighteen (18) years of age or older only. Any use of the Site by persons under 18 years of age shall result in immediate termination of their use of the Site.
3. Prohibited Conduct and Activities
Except as expressly provided in these Terms, and without altering the scope of the license granted to you, you are hereby prohibited from: (a) modifying, adapting, translating, copying, reproducing, imitating, distributing, publishing, or reselling the Site, any of the content on the Site, or any Service provided through the Site; (b) bypassing any technical measures used to prevent or restrict access to any portion of the Site or any Service; (c) reverse engineering, decompiling, disassembling, or otherwise obtaining the source code of the Site or any Service, except as interpreted and displayed in a web browser; (d) using or attempting to use any data mining, robot, spider, or similar automated or manual data gathering and extraction tools to access the Site’s listings or content; (e) circumventing or attempting to circumvent the security of the Site; (f) interfering or attempting to interfere with the proper working of the Site or any Service or otherwise engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or any Service, or which, as determined by us, may harm Company or users of the Site or any Service or expose them to liability; (g) introducing any viruses, trojan horses, worms, logic bombs or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), which is malicious or technologically harmful; (h) attempting to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site through hacking, cracking, mining, phishing, or any other means; (i) accessing or attempting to access password protected, secure, or non-public areas of the Site, except as authorized by Company; (j) taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any systems or networks connected to the Site; (k) using reports, content, electronic documentation, or other materials available on the Site to feed any downstream product, application, or website; (l) using the Site to stalk, harass, bully, or harm another person; (m) engaging in or promoting illegal activities, including but not limited to money laundering, terrorist financing, or other illicit financial activity; (n) using a buying or agent or purchasing agent to facilitate transactions on the Site; (o) sending, knowingly receiving, uploading, downloading, using or re-using any material which does not comply with these Terms; (p) using the Site to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity; (q) using the Site to buy, sell, or transfer stolen items, fraudulently obtained items, items acquired without authorization, and/or any other illegally obtained items; (r) infringing or violating the intellectual property rights or any other rights of third parties; (s) creating, displaying, purchasing, or selling any illegal content, materials, or assets whether digital or physical in nature, including NFTs or other items that promote self-harm, incite hate or violence against others, include or involve child sexual exploitation, or otherwise violate or encourage others to violate these Terms; or (t) knowingly selling or transferring any NFT, or using any NFT in a manner, that does or may infringe any copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others, or uploading, or otherwise making available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity unless you own or control the rights thereto or have received all necessary consent to do the same.
4. Intellectual Property Rights
Unless otherwise noted, the Site, all content provided on the Site, or any Service, including without limitation any source code, database functionality, software, images, illustrations, designs, icons, photographs, video clips, text, and other material, is the property of Company or its suppliers, licensors, talent, partners, affiliates, or other providers of such content, and is protected by United States and international copyright laws. Any and all content on the Site or that is associated with the Services are either the property of Company or are used by us with the permission of its owner. The compilation of the Site and/or the Services are the exclusive property of Company and is protected by United States and international copyright laws. You agree that you will not take any actions inconsistent with Company’s ownership of the Site, the Services, or any content related thereto.
The trademarks, logos, and service marks displayed on the Site are owned by Company and other third parties, and the Site’s trade dress is owned by Company. All trademarks not owned by Company are the property of their respective owners, and, where used by Company, are used with permission. Nothing contained on the Site may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark without the prior written permission of its respective owner. Company’s trademarks and/or trade dress may not be copied, imitated, or used, in whole or in part (including use in metatags or in hidden text), without our prior written permission. You agree that you will not take any actions inconsistent with Company’s ownership of, or any third party’s ownership of, the trademarks and trade dress used on the Site, contained in the Site’s content, or associated with any digital assets displayed on the Site.
Except as we may expressly authorize, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the materials on the Site, including without limitation any materials related to a Service. You may only use the materials and content on the Site as expressly permitted in these Terms and for no other purpose. Any unauthorized use of any content or materials on the Site is strictly prohibited and may violate copyright and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
5. Submission of User Content and User Activity
Except as otherwise stated herein, you, and not Company, are solely responsible for your use of the Site or any related Services and for any NFTs, NFT content, whether representative of digital or physical assets or a combination of both, information, data, text, links, graphics, photos, audio, videos, works of authorship, or other materials or arrangements of materials uploaded, downloaded or appearing on the Site (collectively, “User Content”) that you provide, including compliance with all applicable laws, rules, and regulations, and whether such User Content is publicly posted or privately transmitted.
You represent and warrant that you own or otherwise control all the rights, titles, and interests to any User Content that you upload, transmit, display, sell, or otherwise make available through the Site, that use or purchase of any User Content you provide does not violate the intellectual property rights or any other rights of any third parties or any applicable law and that use or purchase of User Content you provide will not cause injury to any person or entity. You must not upload, transmit, display, sell, or otherwise make available any User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of such User Content.
Without limiting the foregoing, you represent and warrant that you will not: (a) provide any User Content that is unlawful (according to local, state, federal or international law) or any User Content that advocates illegal activity; (b) provide any User Content that is defamatory, false, or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material; (c) provide any User Content that you do not have all rights and permissions necessary to provide under law or under a contractual or fiduciary relationship; (d) provide any User Content that violates the intellectual property rights of other; (e) provide any User Content that contains software viruses or other harmful devices; or (f) impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content you provide.
When you post or submit User Content to the Site, you hereby expressly grant Company a royalty-free, perpetual, non-exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, sell, exploit, sublicense, or otherwise distribute and display User Content and any ideas, concepts, know-how, or techniques contained therein for any reason and in any manner it chooses, alone or as a part of other works, in any form, medium or technology now known or later developed, without restriction and without compensation of any kind to you, and you waive all moral rights in all such User Content. This license authorizes us to make your User Content available to the rest of the world and to let others do the same. Therefore, we request that you not provide us User Content in which you do not wish to grant us rights.
Company has an evolving set of rules for how ecosystem users can interact with your User Content on the Site and any related Services. These rules exist to enable an open ecosystem with your rights in mind. You understand that we may modify or adapt your User Content as it is distributed, syndicated, published, or broadcast by us and our partners and/or make changes to your User Content in order to adapt the User Content to different media.
Company disclaims any and all liability for any User Content emailed, transmitted, posted, displayed, uploaded, downloaded, offered for sale, sold, purchased, transferred, or otherwise made available via the Site or related Services. The opinions expressed in postings, NFTs, or other User Content on the Site may not represent the views or opinions of Company or its advertisers, sponsors, affiliated or related entities. We do not represent or guarantee the truthfulness, accuracy, legitimacy, lawfulness, or reliability of any User Content. Any User Content on the Site is provided “as is.” You understand that by using the Site, you may be exposed to User Content and Non-User User Content that is inaccurate, offensive, indecent, unlawful, illegitimate, infringing, or objectionable, or in some case User Content that is mislabeled or otherwise deceptive. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use or purchase of any User Content posted, emailed, transmitted, displayed, uploaded, downloaded, offered for sale, sold, purchased, transferred, or otherwise made available via the Site or related Services. All User Content is the sole responsibility of the person who originated such User Content. You should be aware that your use of, reliance on, or purchase of any User Content is at your own risk.
Any feedback, comments, or suggestions you may provide regarding Company, the Site or the Services are entirely voluntary, and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Company has no obligation to review, monitor, delete, or edit the Site, including User Content. However, you acknowledge and agree that Company has the right to do so at any time in its sole discretion, for any reason or no reason, with or without notice. We shall not be liable for any alteration or deletion of any User Content. You acknowledge, consent, and agree that Company may access, preserve, and disclose any inappropriate conduct, your account information, and any User Content you submit if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Company, its affiliates, personnel, other users, and the public.
6. DMCA Notice
We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Site by users suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.
In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims (“Designated Agent”). If you are a copyright owner (or authorized to act on behalf of the owner) and believe that your copyrighted work has been infringed, please submit a written notice to our Designated Agent that substantially includes the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
(ii) Identification of the copyrighted work claimed to have been infringed;
(iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;
(iv) Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.
The written notice, along with any accompanying items, must be submitted to our Designated Agent at:
ATTN: DMCA Agent (Legal Dep’t)
Archeota
112 White Violet Way
Sunset, South Carolina 29685
United States
If you send your notice by email, please make sure to write “DMCA Copyright Notice” in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
7. User Account
Before you can make use of certain Services associated with the Site, you may be required to register with the Site and create an account. In order to do so, you may need to provide your blockchain address and connect a third-party wallet. In addition to your blockchain address, you may choose to provide additional identifying details within your account, such as a profile picture. You agree and warrant that all information you provide to us through the Site, including but not limited to any contact information, connected wallet information, or registration information, is truthful, accurate, and up-to-date. You further agree to maintain the accuracy of your account information and to inform us promptly of any changes to your information, including but not limited to any changes to your email address.
You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security you become aware of, including any unauthorized use of your connected wallet. We are neither responsible for, nor liable, for any loss, damage, or other injury that may be incurred as a result of someone else using your user account or password, either with or without your knowledge, or arising from your failure to comply with the above.
By connecting and using a third-party wallet in connection with the Site or any applicable Services, you acknowledge and agree that your use of the third-party wallet is governed by the terms and conditions of the applicable third-party provider and not Company. Company accepts no responsibility for and shall incur no liability in connection with your use of any third-party wallet. Further, Company makes no representations or warranties regarding the functionality of such third-party wallets or their compatibility with the Site or any applicable Services. We are neither responsible for, nor liable, for any loss, damage, or other injury that may be incurred as a result of someone else gaining unauthorized access to your third-party wallet.
By creating an account with the Site, you consent to receive communications from us electronically via the email address associated with your account. Although you can opt-out of receiving promotional communications, we reserve the right to email you informational communications about your account or administrative notices regarding the Site, as permitted under the CAN-SPAM Act.
You are expressly prohibited from selling, trading, or transferring your account (including but not limited to, selling, trading, or transferring emails associated with such account). We have final discretion in granting accounts and reserve the right to reject users without explanation. If we believe, in our sole and absolute discretion, that you may use the Site or associated Services for unlawful activity, or that you have violated these Terms or any other terms applicable to your activities on the Site or associated Services, we may take any and all action reasonably necessary to protect our community and enforce such terms including but not limited to: removing your ability to view or interact with certain content, including User Content, including NFTs, disabling or restricting your ability to access or use the Site or associated Services, or permanently terminating your account.
8. Correction of Errors and Inaccuracies; Limitations on Services
The information on the Site may contain typographical errors or inaccuracies and may not be complete or current. Company therefore reserves the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice. Company also reserves the right to permanently or temporarily stop providing the Site, Services, or any features within the Site or Services to you or users generally, and to create limits on use and storage at our sole discretion at any time (including after you have submitted your request). We may also remove or refuse to distribute any content, including User Content on the Site or Services, limit distribution or visibility of any content, including User Content on the Site or Service, or suspend or terminate users, without liability to you. Company apologizes for any inconvenience this may cause you.
9. Links to Third Party Sites
The Site may contain links to third-party websites or other resources, which we may have no direct control and all of which may have their own set of rules and guidelines for usage of their sites and services. Company does not endorse, and we shall not be responsible or liable for, any content, advertising, products, or other materials on or available from such sites or resources.
For your protection, please refer to the terms of service and privacy policies of those respective websites. You acknowledge, understand, and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any such content, goods, or services available on such other websites. Company shall not be liable for any errors or delays in the content, goods, or services available on such other websites, or for any actions taken or not taken in reliance thereon. The links are provided “as is” and use of such links is at your own risk.
10. Disclaimer of Warranties
THE SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. INFORMATION ACCESSIBLE THROUGH THE SITE AND ASSOCIATED SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND FOR YOUR CONVENIENCE. YOUR USE OF AND RELIANCE ON THE SITE AND ANY CONTENT AVAILABLE IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT INFORMATION TRANSMITTED THROUGH THE INTERNET IS NEVER COMPLETELY SECURE.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, AND OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING, USAGE, OR TRADE. COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THE SITE OR ASSOCIATED SERVICES.
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR ASSOCIATED SERVICES, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE OR ASSOCIATED SERVICES, OR TO THE FUNCTIONALITY OF ANY ASSOCIATED SERVICES. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SITE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT THE SITE OR ASSOCIATED SERVICES WILL MEET YOUR REQUIREMENTS. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT COMMUNICATIONS BETWEEN YOU AND COMPANY, OR ANOTHER USER OF THE SITE OR ASSOCIATED SERVICES, WILL BE SECURE FROM INTERFERENCE, VIRUS-FREE, OR FREE OF OTHER HARMFUL COMPONENTS. COMPANY FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THE DELETION OF, OR THE FAILURE TO PROPERLY STORE OR TRANSMIT, ANY CONTENT OR ANY COMMUNICATIONS MAINTAINED BY OR TRANSACTED THROUGH THE SITE OR ASSOCIATED SERVICES.
COMPANY HAS NO RESPONSIBILITY FOR NFTS THAT USERS TRADE VIA THE SITE OR ASSOCIATED SERVICES. COMPANY DOES NOT INVESTIGATE AND CANNOT GUARANTEE OR WARRANT THE AUTHENTICITY, ORIGINALITY, UNIQUENESS, MARKETABILITY, LEGALITY, OR VALUE OF ANY NFTS THAT USERS TRADE ON THE SITE OR THROUGH THE ASSOCIATED SERVICES. THERE CAN BE NO GUARANTEE OR ASSURANCE OF THE UNIQUENESS, ORIGINALITY OR QUALITY OF ANY NFT OR THE METADATA ASSOCIATED WITH ANY NFT. IN THE ABSENCE OF AN EXPRESS LEGAL AGREEMENT BETWEEN THE CREATOR OF ANY NFT AND PURCHASERS OF NFTS, THERE CANNOT BE ANY GUARANTEE OR ASSURANCE THAT THE PURCHASE OR HOLDING OF NFTS CONFERS ANY LICENSE TO OR OWNERSHIP OF THE NFT’S METADATA OR OTHER INTELLECTUAL PROPERTY ASSOCIATED WITH NFTS OR ANY OTHER RIGHT OR ENTITLEMENT, NOTWITHSTANDING THAT YOU MAY RIGHTFULLY OWN OR POSSESS THE NFTS.
THE SITE IS CONTROLLED, OPERATED, AND ADMINISTERED BY COMPANY FROM ITS OFFICES, WHICH MAY BE LOCATED IN A COUNTRY DIFFERENT FROM YOUR COUNTRY OF RESIDENCE OR THE COUNTRY FROM WHICH YOU ARE ACCESSING THE SITE. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT MATERIAL AVAILABLE THROUGH THE SITE OR ASSOCIATED SERVICES IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE IN THE COUNTRY FROM WHICH YOU ARE ACCESSING THE SITE OR ASSOCIATED SERVICES. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS IN THE COUNTRY FROM WHICH YOU ACCESS THE SITE OR ASSOCIATED SERVICES AND COMPANY ACCEPTS NO RESPONSIBILITY FOR SUCH ACCESS. ANY OFFER FOR ANY SERVICE OR PRODUCT MADE IS VOID WHERE PROHIBITED.
11. Limitations of Liability
BY USING THE SITE AND ASSOCIATED SERVICES YOU AGREE THAT THE LIABILITY OF COMPANY, COMPANY’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, AND LICENSORS, IS LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE IN YOUR COUNTRY OF RESIDENCE.
WITHOUT LIMITING THE FOREGOING, COMPANY, NOR COMPANY’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS, WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE ASSOCIATED SERVICES, ANY CONTENT OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR ASSOCIATED SERVICES, ANY CONTENT OBTAINED FROM THE SITE OR ASSOCIATED SERVICES, OR ANY UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, INCLUDING BUT NOT LIMITED TO: (1) PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR LOST PROFIT; (2) ATTORNEYS’ FEES; OR (3) ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF, OR INABILITY TO USE, THE SITE OR ASSOCIATED SERVICES, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SITE OR ASSOCIATED SERVICES, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON COMPANY’S COMPUTERS AND/OR SERVERS. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF COMPANY’S SITE OR ASSOCIATED SERVICES.
FURTHER, AND WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF BLOCKCHAINS, DIGITAL WALLETS, SMART CONTRACTS, OR ANY OTHER FEATURES OF NFTS INCLUDING BUT NOT LIMITED TO DAMAGES OR CLAIMS ARISING FROM: (1) USER ERROR; (2) INCORRECTLY CONSTRUED SMART CONTRACTS; (3) SERVER FAILURE OR DATA LOSS; (4) CORRUPTED WALLET FILES; (5) DATA BREACHES, VIRUSES, OR OTHER FORMS OF ATTACK AGAINST THE SITE, THE SERVICES, BLOCKCHAINS, ELECTRONIC WALLETS OR SMART CONTRACTS; (6) YOUR PURCHASE, SALE OR TRANSFER OF ANY NFT; OR (7) YOUR DEALINGS WITH ANY OTHER USER.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, OR ITS PARENT, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS—WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY—ARISING OUT OF OR RELATING TO THE USE OF THE SITE OR ASSOCIATED SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT YOU PAID TO COMPANY, IF ANY, TO ACCESS THE SITE WITHIN THE PRECEDING THREE (3) MONTHS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
12. Indemnification and Remedies
You agree to indemnify, defend, and hold harmless Company and its employees, subsidiaries, affiliates, agents, representatives, distributors, and licensors, from and against any claim, judgment, demand, damages, cost, expenses, and liabilities, including reasonable attorneys’ fees, which may arise from or be related to: (a) your use of the Site or associated Services, or content, User Content, information, or materials contained therein; (b) User Content you post or submit to the Site or associated Services; or (c) your breach of any provision of these Terms or any warranty provided hereunder. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
You agree that if you are dissatisfied with the Site or any Services offered in connection with the Site, do not agree with any part of these Terms, or have any other dispute or claim with or against Company with respect to these Terms, the Site or the Services, your sole and exclusive remedy is to discontinue using the Site and/or Services.
13. Assumption of Risk
By entering into these Terms, you acknowledge and accept each of the following: (a) the prices of blockchain assets are extremely volatile and we cannot guarantee that your assets will not lose value; (b) you are solely responsible for determining what, if any, taxes apply to your digital asset transactions; (c) Internet-based currency and assets are subject to risk including but not limited to those presented by hardware, software and Internet connections and unauthorized access to your electronic wallet by third parties; (d) the regulatory infrastructure related to blockchain technologies, NFTs, and cryptocurrencies, is uncertain and new regulations or policies may materially and adversely affect the development of the Site or the Service and, therefore, the potential value or utility of your digital assets; (e) upgrades or updates to the relevant network or blockchain may have unintended adverse effects on your digital assets; (f) there are risks associated with purchasing items associated with User Content created by third parties through peer-to-peer transactions including but not limited to the risk of purchasing counterfeit items, items vulnerable to metadata decay, items on bugged smart contracts, and items that may become untransferable; (g) we do not control the public blockchains that you are interacting with or the third-party digital wallets you are utilizing and have no ability to reverse any transactions on the blockchain or otherwise prevent unauthorized access to your digital wallet; (h) we are not a wallet provider, exchange, broker, network, or creditor; (i) we do not have custody or control over the NFTs, wallets, blockchains, or certain smart contracts, to the extent they are owned by third parties, you are interacting with; (j) we do not execute or effectuate purchases or transactions and we are not a party to any agreement or transaction between Users on the Site or Services; (k) you bear full and sole responsibility for verifying the legitimacy, identity, authenticity, and/or functionality of NFTs, User Content, or other users visible through the Site or Services; (l) we do not have ownership or control over smart contracts deployed by third parties, and make no guarantees regarding their operation or functionality; (m) we do not control gas fees, set gas fees, or receive any gas fees incurred by Users; (n) gas fees are widely unpredictable and can change drastically from one minute to the next, significantly affecting the cost of your overall transaction; (o) fees, including but not limited to gas fees and other blockchain or transaction-related fees, apply even if the subject transaction is not successfully completed and cannot be refunded; (p) under no circumstances shall your inability to access or view items, including NFTs, on the Site or Services or your inability to access or use the Site or Services in connection with your purchase, sale, or transfer of any item available on a blockchain, including NFTs, serve as legitimate grounds for a claim against Company.
14. Dispute Resolution; Arbitration
PLEASE REVIEW THIS SECTION 14 CAREFULLY AS IT CONTAINS AN ARBITRATION PROVISION WHICH REQUIRES YOU TO ARBITRATE ALL DISPUTES WITH COMPANY VIA BINDING ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY GENERALLY. This Section 14 does not govern disputes between Users or between Users and third parties. Company does not provide dispute resolution services for such disagreements and the respective parties are required to resolve such disputes directly.
Any and all matters of dispute between you and Company, whether arising from or related to these Terms, your access to or use of the Site, your access to or use of the Services, any products sold or purchased through the Site or the Services, any transactions or potential transactions made on or in connection with the Site or the Services, or any other interaction with Company or its affiliates, including, without limitation, fraud, misrepresentation, negligence, or any other alleged tort, shall be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association currently in effect and in accordance with Title 9 of the United States Code. Notice of the demand for arbitration must be provided, in writing, to Company and must be made within 30 days after the dispute has arisen, time is of the essence. All statutes of limitation, which would otherwise be applicable in a judicial action brought by a User, will apply to any arbitration or reference proceeding hereunder. The arbitration will be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be initiated and conducted in Pickens County, South Carolina. Said arbitration will occur within thirty (30) consecutive days after the User demanding arbitration delivers the written demand to Company, unless Company agrees otherwise in writing. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of South Carolina. The award rendered by the arbitrators will be in writing with written findings of fact and shall be final and binding on all parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of Company, no arbitration arising out of or relating to these Terms, your access to or use of the Site, your access to or use of the Services, any products sold or purchased through the Site or the Services, any transactions or potential transactions made on or in connection with the Site or the Services, any other interaction with Company or its affiliates, or the parties' dealings may include, by consolidation, joinder or in any other manner, any person or entity not subject to the Terms under which such arbitration arises. Any relief awarded by the arbitrator may only be in favor of the individual party seeking relief under this Section, and cannot affect any other User, individual, or entity. The arbitration agreement herein will be specifically enforceable under applicable law in any court having jurisdiction thereof. Users shall not appeal such award nor seek review, modification, or vacation of such award in any court or regulatory agency.
ALL DISPUTES AND CLAIMS WITHIN THE SCOPE OF THIS SECTION 14 SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OR DISPUTES BROUGHT BY MORE THAN ONE USER, INDIVIDUAL, OR ENTITY WILL NOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, INDIVIDUAL, OR ENTITY.
Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This Section 14 provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms, any User’s access to or use of the Site, any User’s access to or use of the Services, any transactions or potential transactions made on or in connection with the Site or the Services, or any other interaction or dealings with Company or its affiliates. The provisions of this Section 14 shall survive the termination or expiration of these Terms and/or your relationship with Company.
If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 14 within 30 days after the date that you agree to these Terms by sending a letter to Archeota, Attention: Legal Department – Arbitration Opt-Out, 112 White Violet Way Sunset, South Carolina 29685 that specifies: your full legal name, the email address associated with your account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Company receives your Opt-Out Notice, this Section 14 will be void and any action arising out of these Terms will be resolved as set forth in Section 15. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
15. Choice of Law and Venue
The laws of the State of South Carolina shall govern the validity, performance, enforcement, interpretation, and any dispute that may arise between the parties with respect to these Terms, without giving effect to any principles of conflicts of laws. The parties agree that any action or proceeding arising out of these Terms or your use of the Site or Services, whether at law or in equity, that is not subject to binding arbitration as set forth in Section 14 for any reason must be brought in the state or federal courts located in Pickens County, South Carolina and you hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts. You further agree to file any such cause of action within one (1) year after the cause of action which is not subject to arbitration arises. You agree that any such cause of action filed after this date is barred.
16. General Terms
These Terms, including any documents referenced herein, represent the entire understanding between you and Company regarding your relationship with Company and use of the Site, and supersedes all other agreements, express or implied, written or oral, between you and Company, except as stated herein. These Terms shall not be modified except as provided for herein or in writing, signed by an authorized representative of Company.
If any provision of these Terms is determined to be invalid or unenforceable for any reason whatsoever, the remainder of these Terms shall be enforced to the extent possible, and the offending provision shall be treated as though not a part of these Terms. Company’s failure to act with respect to a breach of these Terms by you or others does not constitute a waiver of its rights with respect to that breach or any subsequent breach, nor shall it constitute a waiver of any other rights under these Terms. Notwithstanding any provision of these Terms, Company has available all remedies at law or equity to enforce these Terms. Company shall have the right to assign these Terms and to sublicense any and all of its rights under these Terms.
You acknowledge and agree that the provisions, disclosures, and disclaimers set forth in these Terms reflect a fair and reasonable allocation of risk between you and Company, and is not the result of fraud, duress, or undue influence exercised upon you by any person or entity. Any rights not expressly granted herein are reserved.
The provisions of these Terms that by their sense and context are intended to survive the performance of the Terms shall survive termination of these Terms, including provisions relating to: disclaimer of warranties, licensing, ownership, damage limitations, venue, jurisdiction, and indemnification.
17. Privacy Policy
Company respects and is committed to the security and confidentiality of your personal information. Please review our Privacy Policy, which also governs your use of the Site and Services, to understand Company’s privacy practices. By visiting or using the Site or Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, which is hereby incorporated by reference into these Terms. A copy of our Privacy Policy can be accessed at www.archeota.com/privacy.
18. Changes to these Terms
We reserve the right, in our sole discretion, to revise these Terms at any time. Any changes to these Terms will be included in a revised version accessible through the Site. Your continued use of the Site following posting of any changes to these Terms constitutes your unconditional acceptance and agreement to be bound by the changed terms. Accordingly, we urge you to review these Terms at the start of each use of the Site. If you do not agree to these revised Terms of Use, do not access or use the Site.
19. Notices
Where required, Company may give notice to you by a general posting in the Site, by electronic mail, or by conventional mail to your address of record. You may give notice to Company by electronic mail or by conventional mail to the address below. If you have any questions about these Terms, the practices of the Site, or your dealings with Company, please contact us at:
Attn: Manager
Archeota
112 White Violet Way
Sunset, South Carolina 29685
United States