Floor NFTs, Inc. Terms of Service
Last updated: July 25, 2023
By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST Floor ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1. DESCRIPTION OF OUR SERVICES; ELIGIBILITY; USERS OF OUR SERVICES
Floor offers proprietary software through our Site and App that enables users to understand and track their portfolio of non-fungible tokens (“NFTs”).
Our Site permits users to mint and purchase Floor App Gen 1, Floor App Gen 2, Floor App Gen 3, and the Floor App Pass, and NFTs within the Floor ICONS program (“Floor NFTs”), and our App allows users to aggregate their various electronic wallets compatible with the Ethereum, Solana and Polygon Networks (each, a “Wallet”) to facilitate portfolio management, track trade activity, and discover new NFT collections.
Floor’s Forum, hosted on the communication platform Discord, fosters a community of Floor NFT holders and serves as a forum where such users can chat about NFTs and their holdings and trades. Our Forum also gives users an opportunity to communicate directly with Floor leadership about our Site, App, new projects and project roadmaps, troubleshooting, and other interesting topics.
The Services are available only to individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review these Terms of Service with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 18, you may use the Services only with the consent of your parent or guardian.
In order to gain access to our App and our Forum, you must own a Floor NFT, either by minting the NFT on our Site, receiving the NFT from another wallet or contract, or purchasing a Floor NFT on a third-party platform such as OpenSea (each, a “Third-Party Platform”). Floor NFTs use smart contracts on the Ethereum Network (“Smart Contracts”). Once you own a Floor NFT in a cryptographically provable manner, you may access our Forum, where you will find a link to download and join our App. In addition to these Terms of Service, your use of our Forum is subject to the terms and conditions of Forum’s platform (the “Forum Terms”).
Floor reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Floor will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any Floor NFT.
2. SMART CONTRACT ENABLED
Floor NFTs are non-fungible Ethereum-based tokens that use smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Floor NFTs are outside of the control of any one party, including Floor, and are subject to many risks and uncertainties. Floor neither owns nor controls MetaMask, WalletConnect, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell Floor NFTs (“Transaction”), and that, except with respect to transferring control of a Floor NFT to the initial purchaser through the Services (“Initial Purchaser”), Floor has no responsibility with respect to any Transaction. Floor will not be liable for the acts or omissions of any third parties, nor will Floor be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the Floor NFT to the Initial Purchaser, Floor has no control over the transfer, storage, ownership or maintenance of the Floor NFT.
3. FLOOR PERKS & PROMOTIONS
A Collector (as defined below) of a Floor NFT may receive special perks, experience, or opportunities as determined by Floor in its sole discretion (“Perks”) for a period of five (5) years after the Floor NFTs are first made available for sale (i.e., dropped) by Floor. Floor does not make any representation or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any Floor NFT. Floor reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for any reason, at any time. Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Floor makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning the Floor NFT.
Floor does not make any representations or warranties that any user will receive any rewards or other perks, or achieve any particular outcome, as a result of owning any Floor NFT. Floor reserves the right, in our sole discretion, to restrict, limit, or deny any promotions, perks, or rewards to any user for any reason, at any time.
Promotions are not intended to be an endorsement of any product, service, project, creator, NFT, individual or any other thing, and Floor makes no recommendations and provides no investment advice in connection with any rewards or perks that may be granted in connection with any such promotion, or otherwise as a result of holding or owning any Floor NFT.
4. MEMBER ACCOUNT, PASSWORD, AND SECURITY
You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Floor of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Floor will not be liable for any loss or damage arising from your failure to comply with this Section.
Charges for purchases on the Apps are processed by our third-party payment processors, Apple Inc., Google, Inc., Stripe Inc., or others and are subject to their additional terms and conditions.
You may only use your account for personal, non-commercial purposes. In creating an account, we ask that you provide complete and accurate information. You may not impersonate someone else (e.g., adopt the identity of a celebrity or a friend), create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. We reserve the right to rescind and reclaim usernames that are not in line with this policy. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information, use the same account information on other sites, or allow other sites to share information about you with Floor.
By creating an account, you agree to receive communications we send in connection with the Apps. For example, you may receive occasional updates about special promotions and events. Such communications may be sent in-app or by email, text message, social media or other means. So long as you have an account on either App, we reserve the right to communicate with you for any lawful purpose, including important administrative issues relating to your account (including technical, security-related, privacy and functional issues).
5. IN-APP PURCHASES
All prices are shown in U.S. dollars (except where otherwise noted); taxes, shipping and handling charges are additional. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. All prices are subject to change without notice and you agree that taxes may be adjusted from the amount shown on the billing screens. Several factors may cause this, such as variances between processor programs and changes in tax rates.
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Apps (including, without limitation, any Taxes that may become payable as the result of your financial transactions on the Apps.
We attempt to be as accurate as possible and eliminate errors on the Apps; however, we do not warrant that any product, service, description, photograph, pricing or other information is accurate, complete, reliable, current or error-free. In the event of an error, whether on the Apps, in an order confirmation, in processing an order, delivering a product or service or otherwise, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your sole remedy in the event of such error is to cancel your order and obtain a refund.
All in-app purchases made within Floor are final and non-refundable. Please note that certain purchases may be subject to the refund policies of the platform from which you made the purchase, such as the Apple App Store or Google Play Store. In such cases, any refund request should be directed to the respective platform.
Only valid credit cards or other payment methods acceptable to us may be used. By submitting your order, you represent and warrant that you are authorized to use the designated card or method and authorize us to charge your order (including taxes, shipping, handling and any other amounts described on the Apps) to that card or other method. If the card (or other method) cannot be verified, is invalid, or is not otherwise acceptable, your order may be suspended or canceled automatically. Regarding your account, you agree to keep all payment cards or other payment method information current and that we may submit charges for processing even if the card (or other method) has expired or changed by the time we submit it. You must resolve any problem we encounter in order to proceed with your order.
Floor reserves the right to modify the pricing of any and all in-app purchases offered within Floor at any time and without prior notice. If an in-app purchase involves recurring charges or subscription fees, any changes to such fees will be communicated to users at least 30 days in advance. By continuing to use Floor after a price change takes effect, you agree to the new pricing.
“Content” means text, images, photos, audio, video, location data, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to, through, or in connection with the Apps, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. “User Content” means Content that users submit or transmit to, through, or in connection with the Apps. “Floor Content” means Content that we create and make available in connection with the Apps. “Third Party Content” means Content that originates from parties other than Floor or Users, which is made available in connection with the Apps. “App Content” means all of the Content that is made available in connection with the Apps, including Your Content, User Content, Third-Party Content, and App Content.
You retain all of your ownership rights in Your Content. However, we may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms and any other media channel now known or hereafter discovered or developed (“Other Media”); which use may occur while you are a user or anytime thereafter. Your Content may be made public without any additional notice to or consent by you and you should assume that any person may read Your Content. Even if Your Content is removed from the Apps, Floor may retain Your Content in backups indefinitely and Your Content may be cached in search engine indices after removal, which Floor has no control over such caching. By submitting Your Content to Floor, you hereby grant Floor a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Apps (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Apps (and derivative works thereof) in any Other Media. You also hereby grant each user of the Apps a non-exclusive license to access Your Content through the Apps, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Apps and under these Terms. You irrevocably waive, and cause to be waived, against Floor and users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, prepare derivative works and otherwise exploit Your Content.
As between you and us, we own the Floor Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other App Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Apps excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world associated with the Floor Content and the Apps, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, alter, copy, duplicate, reproduce, distribute, publish, create derivative works or adaptations of, publicly display or in any way exploit any of the Floor Content or the Third Party Content in whole or in part except as expressly authorized by us.
7. CONNECTING YOUR WALLET
In order to access and use the Services, including engaging in a Transaction on the Services, you must connect your account to your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Services. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. 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. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of Floor NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). Floor is not responsible for managing and maintaining the security of your cryptocurrency wallet. Floor has no responsibility or liability to you for any unauthorized access to or use of your cryptocurrency wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Services, please notify us immediately.
8. SALE OF FLOOR NFT
When each Floor NFT is sold for the first time, the agreement for sale is between Floor and the Initial Purchaser. If the Initial Purchaser decides to sell a Floor NFT (“Secondary Sale”), then Floor is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
If you or any owner of a Floor NFT (“Collector”) sells or transfers a Floor NFT to another collector, (a) the you, as Collector, represents and warrants that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, (b) the Collector License (as defined below) as set forth herein will automatically transfer to such subsequent collector, and such other collector will be deemed the “Collector” (for purposes of such Floor NFT and the Collector License to the underlying NFT IP (as defined below)) and will be subject to these Terms, and (c) you, as the seller or transferor of such Floor NFT, will cease to have any further rights to such Floor NFT or underlying NFT IP.
By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Floor NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize Floor to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Purchaser, then all amounts due are to be paid to Floor. If you are not the Initial Purchaser of a Floor NFT, then amounts may be paid to the seller of such Floor NFT.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Perks or Floor NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Floor NFT).
10. FORUMS & SUBMISSIONS
The Services may include features that allow you and others to submit, post, comment, display, and/or transmit information, ideas, opinions, photographs, images, video, creative works or other information or content, messages, transmissions, ratings or material to or through the Services (“Submissions”).
You agree that Floor may redistribute content you send, upload or post to the Services. By sending, posting or transmitting to any area of the Services, including through any Forums, you grant Floor and its owners, designees, representatives, affiliates, and agents a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, digitally display, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on Floor's part and Floor will not be liable for any use or disclosure of any Submissions. You agree not to transmit any Submission to or through the Services, or to Floor that you consider to be confidential, and any and all Submissions shall be deemed non-confidential. You are responsible and liable for any and all of your Submissions.
You acknowledge and agree that your communications via the Forums are public and not private communications, and that you have no expectation of privacy concerning your use of the Forums. You acknowledge that personal information that you communicate via the Forums may be seen and used by others and result in unsolicited communications; therefore, Floor strongly encourages you not to disclose any personal information about yourself in your communications via the Forums. Floor is not responsible for information that you choose to communicate to other users via the Forums or Submission.
Information and Submissions contained on our Forums may be provided by persons not affiliated with Floor. You acknowledge that people participating in the Forums occasionally post Submissions or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal, hurtful or deceptive. Floor neither endorses nor is responsible for such Submissions or statements, or for any opinion, advice, information or other utterance made or displayed on or via the Services or in any Forums by third persons or parties. The opinions expressed in the Submissions and/or the Forums reflect solely the opinion(s) of the submitter of the Submission or the participants of the Forums and do not reflect the views or opinions of Floor.
Floor is not responsible for any Submissions, and you agree that Floor assumes no liability whatsoever for any Submissions sent or posted by you or any third party. Under no circumstances will Floor or its owners, designees, representatives, affiliates, and agents be liable for any loss or damage caused by your reliance on the Submissions or on any information or materials obtained through the Services. Floor has no obligation to monitor the Services, the Forums or any Submissions that you or other persons or parties transmit or post on or through the Services or on or in the Forums. You acknowledge and agree that Floor has the right, but not the obligation, to do any or all of the following, at its sole discretion: (i) alter, edit, remove, or refuse to post or allow to be posted or stored any Submission or message; (ii) monitor and/or filter any of your communications on or in the Services (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and/or (iii) disclose any Submission or message or any communication posted on or in the Forums, and the circumstances surrounding the transmission thereof, to any third party in order to (a) protect Floor and its employees, officers, owners, directors, shareholders, agents, representatives and affiliates, and the Services' users and visitors; (b) to comply with legal obligations or governmental requests; and (c) to enforce these Terms; or for any other reason or purpose.
Notwithstanding anything contrary stated in these Terms, by transmitting or posting a Submission you represent and warrant that (a) you own or otherwise control all of the rights including without limitation, all copyrights, to your Submission or are otherwise legally entitled to post the submission; (b) the content is accurate; (b) use of the content you supply does not violate the Terms and will not cause injury to any person or entity; and (d) you will indemnify Floor and/or its subsidiaries and affiliates for all claims resulting from any content, information, and ratings, including without limitation, all Submissions, you supply, provide or transmit to Floor or to or through the Services.
11. SITE & APP ACCURACY
Although we intend to provide accurate and timely information through our Services, the Site and App may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Floor Site or App are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and Floor makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by Floor. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Services.
12. FLOOR INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Floor, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.
Floor’s name and logos are trademarks and service marks of Floor (collectively the “Floor Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Floor. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Floor Trademarks displayed on the Services, without Floor's prior written permission in each instance. All goodwill generated from the use of Floor Trademarks will inure to our exclusive benefit.
13. YOUR INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that Floor (or, as applicable, its licensors) owns all legal rights, title and interest in all intellectual property rights of the content underlying Floor NFTs (“NFT IP”), including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, Floor has the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to Collector Licenses.
Subject to continued compliance with these Terms, Floor grants Collector a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Collector's non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase of, ownership of, or interest in such Floor NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Floor NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Floor NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While the Collector has the right to sell, trade, transfer, or use their Floor NFT, the Collector may not make commercial use of the NFT IP.
14. INVESTMENT RISKS
The information on this Site, App and Forum, and any information provided in connection with the Services or Perks are for information only and do not constitute, and should not be construed as, investment advice or a recommendation to buy, sell, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any investment activity with respect to any digital asset.
The information on this Site and any information provided in connection with the Services or Perks are provided solely on the basis that you will make your own investment and trading decisions, and Floor does not take account of any person's investment objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Perks provided shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional investment advice before making any investment decision. Any investment decision that you make should be based on an assessment of your risks in consultation with your investment adviser.
The digital assets about which information is provided on the Site and any information provided in connection with the Services or Perks provided to Floor NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, any information provided in connection with the Services or Perks provided to Floor NFT owners or to which you may independently have access.
There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.
Please note the following risks in accessing, purchasing, selling or using Floor NFTs: The price and liquidity of blockchain assets, including Floor NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Floor NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Floor NFTs. Floor NFTs are not legal tender and are not backed by any government. Transactions of Floor NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Floor NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of Floor NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Floor NFTs, which may result in the potential for permanent and total loss of value of a particular Floor NFT.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Floor NFTs, including the suitability and appropriateness of, and investment strategies for, Floor NFTs. You agree and understand that you access and use the Services, Floor NFTs, NFT IP, and Perks at your own risk; however, this brief statement does not disclose all of the risks associated with Floor NFTs and other digital assets. You agree and understand that Floor will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Floor NFTs, however caused.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR PERKS FOR Floor NFT OWNERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.
You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the Floor’s express prior written consent in each case:
- interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other Users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
- use the Services or any Floor NFT or NFT IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;
- use the Services or any Floor NFT or NFT IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or
- use the Services or any Floor NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
17. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, FLOOR NFTs, NFT IP AND PERKS IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY FLOOR, THE SERVICES, PERKS, SERVICES CONTENT, AND ANY AND ALL FLOOR NFTs AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
Floor AND ITS affiliates and their respective officers, employees, representatives, directors and agents (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, Floor NFTs, NFT IP OR PERKS WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, Floor NFTs, NFT IP OR PERKS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, Floor NFTs, NFT IP OR PERKS WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, Floor NFTs, NFT IP OR PERKS, OR ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, Floor NFTs OR PERKS WILL MEET YOUR EXPECTATIONS.
FLOOR AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES, Floor NFTs, NFT IP OR PERKS. Floor DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
FLOOR NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT Floor CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY Floor NFT.
18. LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES WILL OPERATE ERROR-FREE. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES RELATING TO THE SERVICES AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) YOUR ACCESS TO OR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (III) DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE; OR (IV) ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SERVICES WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WE PROVIDE A TECHNOLOGY PLATFORM THAT CONNECTS MEMBERS OF A COMMUNITY WITH ONE ANOTHER. WE DO NOT AND CANNOT CONTROL THE ACTIONS OR OMISSIONS OF ANY OTHER USER OF THE SERVICES. YOUR INTERACTIONS AND TRANSACTIONS WITH ANY OTHER USER THROUGH THE SERVICES ARE SOLELY BETWEEN YOU AND THAT USER, AND WE ARE NOT A PARTY TO ANY SUCH INTERACTION OR TRANSACTION. WE HEREBY DISCLAIM ANY AND ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE SERVICES, AND ALL LIABILITY IN CONNECTION WITH ALL INTERACTIONS OR TRANSACTIONS MADE BETWEEN ANY USERS. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ANY OTHER USERS IN CONNECTION WITH THE SERVICES. IF YOU HAVE AN ISSUE WITH ANY INTERACTION OR TRANSACTION THAT YOU ENTERED INTO WITH ANOTHER USER OF THE SERVICES, YOU MUST ADDRESS THAT ISSUE DIRECTLY WITH THE OTHER USER AND NOT WITH US – WE HAVE NO OBLIGATION TO ASSIST IN ANY OF THESE DISPUTES. FLOOR RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO BECOME INVOLVED IN ANY WAY WITH DISPUTES BETWEEN YOU AND ANY OTHER USER.
THE INFORMATION ON OUR SITE AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, INVESTMENT ADVICE OR A RECOMMENDATION TO BUY, SELL, OR OTHERWISE TRANSACT IN ANY DIGITAL ASSET INCLUDING ANY PRODUCTS OR SERVICES OR AN INVITATION, OFFER OR SOLICITATION TO ENGAGE IN ANY INVESTMENT ACTIVITY WITH RESPECT TO ANY DIGITAL ASSET. THE INFORMATION ON THIS SITE AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED SOLELY ON THE BASIS THAT YOU WILL MAKE YOUR OWN INVESTMENT AND TRADING DECISIONS, AND FLOOR DOES NOT TAKE ACCOUNT OF ANY PERSON’S INVESTMENT OBJECTIVES, PARTICULAR NEEDS, OR FINANCIAL SITUATION. IN ADDITION, NOTHING ON THIS SITE OR ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES SHALL, OR IS INTENDED TO, CONSTITUTE FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVICE. IT IS STRONGLY RECOMMENDED THAT YOU SEEK PROFESSIONAL INVESTMENT ADVICE BEFORE MAKING ANY INVESTMENT DECISION. ANY INVESTMENT DECISION THAT YOU MAKE SHOULD BE BASED ON AN ASSESSMENT OF YOUR RISKS IN CONSULTATION WITH YOUR INVESTMENT ADVISER.
THE DIGITAL ASSETS ABOUT WHICH INFORMATION IS PROVIDED ON THE SITE AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE NOT VIEWED BY THE ISSUER OR SPONSOR OF ANY SUCH DIGITAL ASSETS, OR THOSE BUYING OR SELLING THE DIGITAL ASSET, AS SECURITIES UNDER U.S. LAWS OR RELEVANT APPLICABLE LAWS. AS A RESULT IT IS UNLIKELY THAT FULSOME DISCLOSURES FROM THE ISSUER OR SPONSOR, OR ANY EXECUTIVE OFFICER ASSOCIATED WITH THE DIGITAL ASSET OR RELATED PROTOCOL HAVE BEEN PROVIDED, AND OTHERS MAY HAVE BETTER OR MORE INFORMATION THAN THE INFORMATION MADE AVAILABLE TO YOU VIA THE SITE, ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES OR TO WHICH YOU MAY INDEPENDENTLY HAVE ACCESS.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE FLOOR CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE FLOOR CONTENT SHALL BE LIMITED TO FIFTY UNITED STATES DOLLARS (US $50).
SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Floor and its Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, the Services, Services Content, Floor NFTs, NFT IP or Perks, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify Floor of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
20. TERMINATION RIGHTS
You agree that Floor, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Perks and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Floor believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Perks may be referred to appropriate law enforcement authorities. Floor may also in its sole discretion and at any time discontinue providing the Services or Perks, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Perks under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Floor may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Perks. Further, you agree that Floor will not be liable to you or any third party for any termination of your access to the Services or Perks.
21. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether any content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
22. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
- Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Floor, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, Floor NFTs, Perks, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Floor are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND FLOOR AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND Floor AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON's OR PARTY's CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY's INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- Pre-Arbitration Dispute Resolution: Floor is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing Floor at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Floor should be sent to Floor - 33 Irving Place, New York, NY 10003 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Floor and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Floor may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Floor or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Floor is entitled.
- Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Floor and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Floor agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Floor will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Floor will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Floor will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
- Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability:If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
- Future Changes to Arbitration Agreement: Notwithstanding any provision in these Terms to the contrary, Floor agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending Floor written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
23. GOVERNING LAW
These Terms will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Floor submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, NY.
These Terms of Service and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. Proceedings commenced by us to protect our intellectual property or confidential information shall be brought in the state or federal courts located in the State of New York.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
You may not assign the Terms without the prior written consent of Floor, but Floor may assign or transfer these Terms, in whole or in part, without restriction.
Our failure to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision in these Terms of Service.
No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.