TERMS OF SERVICE -
CRYPTO CLUBHOUSES NFTs
Last Updated: May 25, 2022
The following Terms of Service (the "NFT Terms") apply to sales by Crypto Clubhouses Canada Inc. (“Crypto Clubhouses”) , through Crypto Clubhouses’ websites and blockchain-based applications (all of the foregoing, together with the functionality associated therewith, collectively, the “Platform”) of non-fungible tokens (“NFTs”). Crypto Clubhouses (sometimes otherwise referred to as “we,” “us”, or “our”) may sell NFTs to initial purchasers thereof, and may provide goods and services to initial purchasers and subsequent transferees of NFTs (sometimes referred to herein simply as “you” or using similar terms), including without limitation access to the Platform, subject to your acceptance of these NFT Terms. These NFT Terms, together with the Terms and Conditions and Privacy Policy, are a binding contract between you and us. Your purchase of, acquisition of, and/or ownership of, NFTs through the Platform or otherwise constitutes your full and unconditional agreement to these NFT Terms.
We reserve the right, in our sole discretion, to change or modify these NFT Terms, or any part thereof, at any time without notice. The amended NFT Terms will be effective upon posting and will apply to your use of the Platform from that time forward. We may immediately terminate our contract with respect to you and your access to the Platform and any NFTs if you fail to comply with any of the NFT Terms
A vast majority of the app marketers mainly concentrate on the post-launch app marketing techniques and measures while completely missing on the pre-launch campaign. This prevents the app to create buzz and hype just around the time when the app is launched. As and when you launch the app, already a considerable number of people should expectantly look forward to your app and this requires long-drawn marketing efforts leading up to the app launch event. To create pre-launch buzz and hype about the app has an array of marketing options like social media campaign, search engine ads, video ads, email campaigns, etc. Apart from online options, you can also reach out to the wider audience with traditional marketing options like outdoor ads, print ads, media ads, and promotional events.
PLEASE READ THESE NFT TERMS CAREFULLY BEFORE USING THE PLATFORM. THESE NFT TERMS GOVERN YOUR USE OF THE PLATFORM, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT OR PROVIDED SPECIFIC TERMS WITH YOU FOR THAT PURPOSE. THE PLATFORM IS ONLY AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE NFT TERMS. IF YOU ARE ACCEPTING THESE NFT TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE NFT TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE NFT TERMS, THEN WE ARE UNABLE TO MAKE THE PLATFORM AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE NFT TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM. BY ACCESSING OR OTHERWISE USING THE PLATFORM OR ANY PART OF IT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE NFT TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE IN YOUR PLACE OF RESIDENCE TO ENTER INTO A CONTRACT.
1. CRYPTO CLUBHOUSES NFTS
1.1. Functionalities. The NFTs that we provide: (i) may, where expressly stated in the description of such NFTs, include additional functionality, content, or subscription access to goods, services and/or experiences; (ii) may be unique or part of a limited series, or redeemable only once; (iii) may include the ability to redeem an electronic certificate for goods, services and experiences, which may be unique or part of a limited series, or redeemable only for a specified number or amount of goods, services and experiences; (iv) may be subject to additional terms or qualifications as stated in the description of the NFT; and (v) are subject to applicable laws as in effect from time to time.1.2. Ownership of NFTs. In the context of NFTs, to “own” means your rights with respect to the NFT purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. You agree, in relation to any NFT that you own, that you own that NFT in accordance with any description which accompanies that NFT. Crypto Clubhouses may, at its option, use third party platforms or wallet extensions (which may be owned or operated by third parties) to sell NFTs (the “Third Party Sites”). You agree to adhere to any applicable terms of service or privacy policies applicable to the use of any Third Party Sites. Unless stated otherwise in the description of the relevant NFT, an NFT that you own will be transferable, but any transferee will be subject to these NFT Terms. NFTs that we provide are utility tokens tied to unique services, experiences and goods. YOU SHOULD NOT PURCHASE CRYPTO CLUBHOUSES NFTS WITH A VIEW OF INVESTMENT, RESALE OR SPECULATION, THERE CAN BE NO ASSURANCE AS TO THEIR PRESENT OR FUTURE VALUE, TRANSFERABILITY OR MARKETABILITY.
1.3. Ownership of Materials. You acknowledge and agree that Crypto Clubhouses (or, as applicable, its licensors) own all rights, title and interest in and to any artwork, designs, drawings, photographs, labels, logos, insignia, trademarks, trade dress, copyright, recipes, formulas and other creative materials that may be associated with any NFT that you may own (the “Materials”), and all intellectual property rights therein. The rights that you have in and to the Materials are limited to those expressly stated in the NFT Terms or otherwise expressly described in writing by Crypto Clubhouses. Notwithstanding any purchase of NFTs, all right, title, and interest in the Crypto Clubhouses Intellectual Property (as defined below), including the Materials and other Crypto Clubhouses Intellectual Property incorporated in any NFTs and including all copyrights, trademarks, and other intellectual property rights therein, are held by Crypto Clubhouses or its licensors, and you agree not to infringe, violate or misappropriate those exclusive rights.
1.4. Grant of License. Without otherwise limiting the provisions of these NFT Terms, and subject to your continued compliance with these NFT Terms, Crypto Clubhouses grants you a limited, non-exclusive, non-transferable, royalty-free license to display the Materials for NFTs that you own, solely, for the following purposes: (i) for your own personal, non-commercial use; or (ii) as part of a marketplace that allows or facilitates the purchase and sale of NFTs, but provided that the marketplace cryptographically verifies each NFT owner’s right to display the Materials to ensure that only the actual owner of the NFT can display the Materials.
1.5. Risks of NFTs. You acknowledge, understand and accept that once you own any NFT, you are responsible for any loss or damage to, or loss of access to, the NFT (including, but not limited to, any kind of loss or damage due to technical issues with the relevant blockchain) and neither Crypto Clubhouses nor any of its licensors shall have any liability in such circumstances, regardless of cause. You expressly understand and agree that your use of the Platform and any NFTs is at your sole risk and that the Platform and NFTs are provided “as is” and “as available”.
1.6. Terms of Sale. All sales of NFTs are final. Once you have made a purchase of an NFT, you should promptly take the necessary steps to complete your transaction (including, but not limited to, activating or downloading any content, verifying the relevant wallet to ensure that the NFT has been transferred to you or secure any seed phrase or corresponding private key). We encourage the use of secure, offline storage measures for NFTs. You may purchase NFTs using real or virtual/cryptocurrency, where multiple payment options are made available to you. You may resell or otherwise transfer an NFT that you own where this is permitted by these NFT Terms and applicable law. Any sale or transfer must provide for the transfer of all of your rights then outstanding with respect to such NFT. You represent and warrant that anyone receiving such NFTs from you agrees to and is bound by these NFT Terms. You are strictly forbidden to sell, swap, donate, give away, transfer, or otherwise dispose of your purchased NFT to any person who is not eligible pursuant to these NFT Terms or any other criteria provided by Crypto Clubhouses. You agree to comply with any policy, guide or code otherwise made available by Crypto Clubhouses on the Platform, at all times, including, without limitation, when commenting on, purchasing, showcasing, offering for sale, swapping, selling, giving away, altering or creating derivative works (only to the extent permitted) or otherwise dealing with NFTs or using the Platform. Any and all use of NFTs on social media websites and on any websites or in (electronic) media must comply with the relevant applicable policy, guide or code otherwise made available by Crypto Clubhouses (if any). We expressly reserve the right to seize, freeze, or otherwise modify the ownership of any NFT in case of non-compliance with the foregoing.
1.7. NFT Offering. Crypto Clubhouses reserves the right to provide the specific terms and conditions applicable to relevant NFTs offerings, including but not limited to, the number of NFTs available, the applicable pricing, any redemption process or other relevant information.
1.8. Special rules pertaining to redeemable elements. With respect to any NFT that includes a digital certificate that grants you the right to access a service or an experience or otherwise the right to receive a product, the following additional rules shall apply, as well as any additional restrictions imposed by applicable law or otherwise provided in writing by Crypto Clubhouses: (i) Crypto Clubhouses reserves the right to restrict shipping of a redeemable product to addresses in a specific jurisdiction; and (ii) regardless of who owns the applicable NFT as of the date of redemption of the applicable redeemable element, the right to take part in an experience curated by Crypto Clubhouses, or otherwise access a service provided by Crypto Clubhouses, will be held by the record holder of the NFT at the time of the applicable experience (or access to the service), provided that such a record holder meets the eligibility criteria otherwise provided by Crypto Clubhouses. Additional terms may apply, as provided for in the description of the NFT, as reasonably required by Crypto Clubhouses or as required by applicable law.
2. ATHORIZED USE
2.1. Possible Use The Platform and any NFTs that you own are solely for your personal, non-commercial use and are available for personal enjoyment and non-commercial entertainment purposes only. You agree not to use the Platform or NFTs that you own for any other purpose. We reserve the right to require that you register with us or one of our Platform partners in order to access the NFTs. If you are required to register an account with us or any such third party, you agree to provide accurate, current and complete information about yourself as part of that process.2.2. Restrictions. You may not, directly or indirectly: (i) copy, modify or create derivative works of the NFTs, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to obtain or access the source code of the Platform or the NFTs, or otherwise circumvent any security measures put in place to prevent such access, in whole or in part ; (iii) delete or remove any proprietary notices from the Platform or the NFTs; or (iv) use the Platform or the NFTs in a manner or for a purpose that infringes, misappropriates or otherwise violates any intellectual property or other right of any person or violates any applicable law.
2.3. Registeration. If Crypto Clubhouses requires that you register to the Platform or third-party services that facilitate access to the Platform, you may be required to select a username and password, private key, or other form of secure authentication that will be used to access your account. You are responsible for any use of your access, whether by you or others. You agree to keep your access confidential and not share them with anyone else. Crypto Clubhouses is not liable for any loss or damage arising from your failure to protect your access or any other personal information, including but not limited to loss of access to any NFTs. You authorize Crypto Clubhouses to act on instructions received through use of your access, and Crypto Clubhouses may, but is not obligated to, deny access or block any transaction made through use of your access without prior notice.
2.4. Modifications and Discontinuations. Crypto Clubhouses reserves the right to modify or discontinue the NFTs or the Platform (or any parts of any associated software or applications relating thereto) with or without notice at any time; provided, however, that Crypto Clubhouses will use reasonable efforts to provide advance notice of such action. Crypto Clubhouses (including, without limitation, our licensors) shall not be liable to you or any third party for any modification, suspension or discontinuance of the NFTs or the Platform or any associated software, applications or functionality.
2.5. Compliance Measures The Platform may contain copy protection technology or other security features designed to prevent unauthorized use of the Platform or the NFTs, such as, but not limited to use beyond the scope of the rights granted herein. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to any of these security and copy protection measures and features.
2.6. Investigation and Prosecution. Crypto Clubhouses reserves the right to investigate any violation of these NFT Terms and to take appropriate action to the fullest extent permitted by law. You acknowledge that Crypto Clubhouses has the right to enforce compliance with these NFT Terms, applicable laws, orders and requirements of any court or governmental body.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. Intellectual Property Ownership. Except as otherwise provided in writing, Crypto Clubhouses (or its licensors) own all rights, title and interest in and to (i) the materials and all proprietary source code, object code and other technologies associated with the NFTs and any and all other content and materials available through the NFTs, any associated application, and (ii) all intellectual property rights therein (collectively, “Crypto Clubhouses Intellectual Property”). Crypto Clubhouses Intellectual Property may be used only in connection with the NFTs, for personal, non-commercial purposes, as expressly permitted in these NFT Terms.3.2. Limitation to the Licence. Despite the licence granted to you pursuant to Section 1.4, you may not: (i) modify the Materials in any way; (ii) use the Materials to advertise, market, or sell any product or service, with the exception of a resale of an NFT as permitted by these NFT Terms and applicable law; (iii) use the Materials in any manner which would constitute or amount to an endorsement of or relationship with any particular third party; (iv) grant any third-party the right to use through the Materials; (v) sell, distribute, or otherwise commercialize goods or services that contains, or consists of the Materials; and (vi) attempt to acquire any other intellectual property rights in the Materials.
3.3. Trademarks. All trademarks, service marks, logos, trade names, or other designations of Crypto Clubhouses, the Platform or the NFT used in connection with these are trademarks and/or registered trademarks of Crypto Clubhouses. All other trademarks, service marks, logos, trade names and other designations are trademarks or registered trademarks of their respective owners.
3.4. Copyright. Without limiting the foregoing, all original works reproduced or published on the Platform or otherwise used in connection with the NFTs are protected by copyright. The owner of the copyright in each work reserves all rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the copyright owner, anything that only the copyright owner has the right to do under applicable copyright laws.
3.5. Other Rights. The Platform or the NFTs may also be protected by industrial designs or patents. Crypto Clubhouses reserves all rights in the Platform or the NFTs not expressly granted.
3.6. Proprietary Notices. In addition, you agree that you shall not remove any proprietary notices or labels on or in the Crypto Clubhouses Intellectual Property and/or not bypass, modify, defeat or circumvent any technologies or methods to deliver or protect the NFTs or any other Crypto Clubhouses Intellectual Property.
4. INFORMATION COLLECTION AND USE; AGGREGATE STATISTICS
4.1. Collection and Use of Information. Crypto Clubhouses may, directly or indirectly through the services of third parties, collect and store information regarding the use of the Platform, the NFTs and the equipment used to access and use the Platform, through: (i) the provision of maintenance and support services; (ii) security measures included in the Platform, as described above; and (iii) transfer over the Internet. You agree that Crypto Clubhouses may use this information for purposes related to any use you make of the Platform, including, but not limited to: (i) improving the performance of the Platform or developing updates; and (ii) verifying compliance with the NFT Terms and enforcing Crypto Clubhouses' rights, including all intellectual property rights in and to the Platform.4.2. Electronic Communications. If you provide Crypto Clubhouses with your email address through the Platform or your use of the NFTs, you expressly consent that Crypto Clubhouses may keep your email address in its databases or may use your email address in its mailing lists in order to communicate with you to (i) validate certain information related to the NFT you own or the goods, services or experiences you may be able to redeem; (ii) keep you informed of the status of the goods, services or experiences you may be able to redeem (iii) conduct surveys, including about the NFT, its functionality, usability, and your enjoyment of it (iv) notify you of promotions offered on the Platform, or (v) for any other reason relating to the Platform, the NFT or your safety.
5. PAYMENT AND TAXES
5.1. Cryptocurrency Financial Transactions. Any cryptocurrency payments or financial transactions that you engage in via the Platform will be conducted through the relevant blockchain network. Crypto Clubhouses does not have control over these payments or transactions, nor does it have the ability to reverse any payments or transactions. Crypto Clubhouses does not provide refunds for any purchases that you might make on or through the Platform – whether NFTs or anything else. Whether a particular cryptocurrency is accepted as a payment method by us is subject to change at any time in our sole discretion, without any prior notice.5.2. Fiat Currency Financial Transaction. Any fiat currency payments via credit cards or other means will be directed to the relevant third-party payment processor. All bank, credit card, or other payment information is sent directly to and stored with the payment processor using its security protocols. Crypto Clubhouses does not store your payment information on our systems and shall not have any responsibility for the safety or security of that information. Crypto Clubhouses may add or change any payment processing services at any time. Such services and transactions will be subject to their relevant terms and conditions including their privacy policies and you understand and agree that you will accept such terms and conditions and privacy policies to make such fiat currency financial transaction.
5.3. No liability for Financial Transactions. Crypto Clubhouses does not make any representation nor any warranty and shall have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transaction that you engage in via the Platform, or any other payment or transactions that you conduct via a blockchain network.
5.4. Responsibility for Taxes. Crypto Clubhouses will charge you, withhold and pay any and all applicable sales, use, value-added and other taxes, duties, and assessments (if any) now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform. To allow Crypto Clubhouses to determine its relevant tax obligations, you agree that Crypto Clubhouses may rely on your IP address. You are required to inform Crypto Clubhouses if your IP address does not reflect your country of residence.
6. ASSUMPTION OF RISK.
6.1. Risks regarding digital assets. You acknowledge, understand, and agree that NFTs carry inherent risks. We expressly disclaim any responsibility for any and all risks, including the ones listed in this Section. You understand and agree that Crypto Clubhouses is not responsible for any errors, disruptions, distortions, delays or communication failures when using the relevant blockchain associated with the NFTs, however caused, including but not limited to unauthorized access to information stored within your electronic wallet, unauthorized connections to hardware, software or your Internet access or any kind of malicious software introduction.6.2. Value of an NFT. Not an Investment. You acknowledge and understand that the prices of any NFTs, including Crypto Clubhouses NFTs, can be extremely volatile and subjective, and NFTs have no inherent or intrinsic value. To the extent that there is a market for any digital asset such as a blockchain asset such like an NFT, the relevant prices tend to be extremely volatile and subject to important variation that could materially and adversely affect the value of any digital assets you own. You acknowledge, understand and agree that there is no guarantee that NFTs will have or retain any value. Crypto Clubhouses underlines that the NFTs offered are not securities or financial instruments and are not made available for investment purposes. The commercial or market value of NFTs may materially change for any and all reason. You accept and acknowledge that Crypto Clubhouses will not be responsible for the risks of engaging in any transactions relating to your NFTs with third parties, such as, but not limited to, the transfer of an NFT from a third party on the secondary market.
6.3. Risks regarding Blockchain. The Platform does not store, send, or receive NFTs. You understand that NFTs exist only by virtue of the ownership record maintained on the Platform’s supporting blockchain in the relevant blockchain network. Any transfer of NFTs occurs within the supporting blockchain, and not on the Platform. Crypto Clubhouses does not make any representations or warranties about the availability of an NFT, or that Crypto Clubhouses will host any NFTs at any specific location and/or for any specific period of time. You understand and agree that specific events related to a blockchain such as, but not limited to, hard fork, technical upgrades, changes to the validation process, failure or cessation could have unintended, adverse effects on all blockchains using those or similar technologies, including the NFTs. Without limiting the foregoing, you agree that you assume the following risks: (i) the risk of losing access to your NFT due to loss of your private key(s), custodial error or purchaser error; (ii) the risk of mining attacks; and (iii) the risk of hacking, security weaknesses, fraud, counterfeiting, cyber attacks and other technological difficulties. Crypto Clubhouses does not make any representation or warranties regarding the blockchain used or any other third parties related to the NFTs or the Platform. You acknowledge, understand and agree that Crypto Clubhouses cannot be held responsible for any loss of access to your NFTs due to loss of your private key, custodial error or purchaser error, mining attacks, hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties.
6.4. Regulatory uncertainty. You understand and agree that applicable laws and regulations regarding blockchain and digital assets such as NFT are uncertain and are subject to change without notice. New laws and regulations may affect the Platform or the NFT, as well as the potential, utility of value of your NFTs. You accept and acknowledge that Crypto Clubhouses cannot be held responsible for any changes to applicable laws and regulations regarding blockchain and digital assets such as NFT, and new regulations, unfavourable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs.
6.5. Tax. You are solely responsible for determining what, if any, taxes apply to your NFT-related transactions. Crypto Clubhouses is not responsible for determining the taxes that apply to your transactions on the Platform or other NFT-related transactions.
6.6. User Responsibility You also acknowledge and agree that: (a) you have obtained sufficient information to make an informed decision regarding the NFTs; (b) you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself; (c) Crypto Clubhouses does not represent or warrant that any NFTs, or its supporting systems or technology, are reliable, current or error-free or otherwise meets your requirements, that defects in the NFTs, or their supporting systems or technology, will be corrected, or that the delivery mechanism for NFTs will be free of viruses or other harmful components; and (d) Crypto Clubhouses shall not be responsible for any communication failures, disruptions, errors or delays you may experience related to the NFTs.
6.7. Anti Money Laundering and Export. Crypto Clubhouses may elect to maintain an anti-money laundering program consistent with the requirements of the relevant laws and regulations. You agree to comply with all compliance procedures as required by Crypto Clubhouses from time to time. You acknowledge, understand and agree that the export, re-export or similar transfer of the NFTs are subject to applicable exports, import, customs, antiboycott, and economic sanctions laws, regulations, rules and orders. You shall not, or permit any other third-party to, export, re-export, or release directly or indirectly any NFT to any country, jurisdiction or individual to which the export, re-export, or release of such NFT would be (i) prohibited by applicable law or (ii) without first completing all required undertakings (e.g., obtain necessary export licence or other approval). You certify that you are not an individual or an entity to which such export, re-export or release would otherwise be prohibited by law, or that you are not located in or a resident of any embargoed destination that would prevent you from obtaining the NFTs. In addition to any other remedy that Crypto Clubhouses may have, Crypto Clubhouses may suspend and/or cancel the provision of any NFT (or any redeemable good, service or experience) if Crypto Clubhouses believes, in its discretion, that such activity may violate any applicable laws, regulations, rules and orders or Crypto Clubhouses’ own compliance policies.
7. DISCLAIMER.
To the fullest extent permitted by applicable law, the Platform and the NFTs are provided to you without any warranty. You understand and acknowledge that NFTs are intangible digital assets that exist only by virtue of the ownership record maintained on the relevant blockchain and are not legal tender or intended for investment purposes. All smart contracts are on and all transfers of NFTs are conducted and occur on the decentralized ledger within the relevant blockchain. Crypto Clubhouses has no control over and makes no guarantees or promises with respect to any of those smart contracts or transfers. Crypto Clubhouses provides the Platform and any NFT “as is” and “as available” without warranty of any kind. To the fullest extent permitted by applicable law, Crypto Clubhouses disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from error, suitability of content or availability.
8. LIMITATION OF LIABILITY.
You acknowledge and agree that you assume all risks arising from the Platform or any NFT, whether such risk relates to a situation that is lawful or unlawful. To the fullest extent permitted by applicable law, in no event shall Crypto Clubhouses, its parent, affiliates, directors, employees, agents, licensors or successors and assigns, be liable for damages of any kind, including, but not limited to, loss of use, loss of profits, use, interruption, delay or inability to access and use the Platform or the NFTs, whether in contract or tort, or otherwise, resulting directly or indirectly from the use or performance of the Platform or the NFTs, including any damages caused by or resulting from reliance on any information obtained through the Platform or the NFTs, or resulting from any error, omission, interruption, deletion of files or emails, defects, viruses, delays in operation or transmission or any failure of performance. Without limiting the foregoing, in no event shall Crypto Clubhouses, its parent, affiliates, directors, employees, agents, licensors or successors and assigns be liable for any direct, indirect, incidental, consequential or punitive damages of any kind 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, breach of privacy, or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Platform, any NFTs, any linked websites or such other third-party websites, even if the party was allegedly advised or had reason to know. The liability of Crypto Clubhouses, its affiliates, directors, employees, agents, licensors or successors and assigns, to you or any third party is limited in all circumstances to one hundred dollars ($100). Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above exclusions may not apply to you. The limitations of this section will apply even if any remedy set forth in this NFT Terms is found to have failed its essential purpose and to the fullest extent permitted by law in the applicable jurisdiction.
9. INDEMNIFICATION.
By using the Platform and Documentation, you agree to defend, indemnify and hold harmless Crypto Clubhouses and its officers, agents, directors, employees, licensors and assigns from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or indebtedness, and expenses (including attorneys' fees and expenses) and any amounts paid in settlement arising out of or relating to your use of the Platform and Documentation, or your violation of these NFT Terms or the rights of third parties. Crypto Clubhouses may assume the exclusive defence and control of any matter for which you have agreed to indemnify Crypto Clubhouses and you agree to assist and cooperate with Crypto Clubhouses in the defence or settlement of such matters.
10. TERMINATION.
If you sell, trade, donate, give away, transfer, or otherwise dispose of your NFT for any reason, the licences and rights granted to you pursuant these NFT Terms and any other terms related to this specific NFT will automatically and immediately terminate, and you will have no further rights in or to the NFT and the Materials (if any). Crypto Clubhouses will use the relevant blockchain’s record for your NFT to determine whether you no longer possess the relevant NFT and associated rights. Crypto Clubhouses may, but are not obligated to, provide you with notice regarding the revocation of your rights. Additionally, to the extent permitted by law, the rights shall automatically terminate and all rights shall return to Crypto Clubhouses if: (a) you make any assignment for the benefit of creditors, file a petition in bankruptcy or are adjudged bankrupt, or become insolvent or are placed in the hands of a receiver; (b) you engage in any unlawful business practice related to your NFT; or (c) you disparage or initiate any legal action against Crypto Clubhouses, its affiliates, and their respective officers, directors, members, employees, agents, and/or attorneys. Crypto Clubhouses may, at its sole discretion at any time, for any reason or no reason, and without notice or liability, immediately terminate your access to all or any part of the Platform and any NFTs. Termination may include, but not be limited to (a) removal of your access to, or listing of NFTs on, the Platform, (b) the deletion of all account information (if any) related to the NFTs from the Platform, and (c) barring any further use of or access to the Platform by you.
11. GENERAL.
11.1. Governing Law. To the extent permitted by law, the NFT Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law provisions or rules. Any legal action, suit, dispute or proceeding of any kind arising in any way out of the NFT Terms shall be brought in the courts of the judicial district of Montreal, and you irrevocably submit to the jurisdiction of such courts in connection with any such action, suit, dispute or proceeding.11.2. Eligibility. You cannot participate in any NFT offering, purchase or use any NFT, or display any Materials if you: (a) are not able to form legally binding contracts (for example, if you are under legal age in your place of residence to enter into a contract); (b) are temporarily or indefinitely suspended from using the Platform or the NFTs; or (c) are a person with whom transactions are prohibited under economic or trade sanctions pursuant to the provisions of the NFT Terms.
11.3. Survival. Provisions that by their nature should survive termination of the NFT Terms shall survive termination, including ownership and disclaimers.
11.4. Assignment. You may not assign or transfer the NFT Terms or any rights or obligations hereunder.
11.5. Privacy Policy. Your use of the Platform or the NFTs is subject to the Privacy Policy which governs our use of your personal information. The Privacy Policy is part of the Terms and Conditions.
11.6. Entire Agreement. The NFT Terms, together with the Terms and Conditions and Privacy Policy, constitute the complete and exclusive agreement between Crypto Clubhouses and you with respect to the Platform and the NFTs.
11.7. Titles. The section titles and headings in these NFT Terms are for convenience only and have no legal or contractual effect.
11.8. Limitations Period. To the extent permitted by applicable laws, you agree that regardless of any statute or law to the contrary, any claim, or cause of action you may have arising out of or related to the use of any NFTs or the Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred.
11.9. Waiver; Severability.The failure of Crypto Clubhouses to enforce any right or provision of the NFT Terms shall not constitute a waiver of the future enforcement of such right or provision. A waiver of any such right or provision shall be effective only if in writing and signed by a duly authorized representative of Crypto Clubhouses. Except as otherwise expressly provided in the NFT Terms, the exercise by Crypto Clubhouses of any of its remedies under the NFT Terms shall be without prejudice to its other remedies. If for any reason a court of competent jurisdiction finds any provision of the NFT Terms to be invalid or unenforceable, the remaining provisions of the NFT Terms shall remain in full force and effect.
11.10. Contact Us. Crypto Clubhouses welcomes your comments, questions and feedback, which can be sent on our Discord Server or to info@cryptoclubhouses.io