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Terms of Service

Last Updated June 4th, 2024

Floor NFTs, Inc. (“Floor,” “we,” “us,” or “our”) provides its services (described below) and related content to you (“you” or “User”) through its website and platform floorNFTs.io and it's subdomains, including but not limited to https://www.floornfts.io/, https://mintlist.floornfts.io/, https://store.floornfts.io/, https://rewards.floornfts.io/, (collectively, the “Site”), our iOS and Android mobile applications (collectively, the “Apps”) and our Discord server (the “Forum”), subject to these Terms of Service (as amended from time to time, the “Terms”). The Site, Apps, and Forum and our provision of thereof and services through the same are collectively referred to herein as our “Services.”

The Privacy Policy and all such additional terms, guidelines, and rules made available to you through the Services are hereby incorporated by reference into these Terms and expressly agreed to and acknowledged by you. These terms govern your access to and use of the Services, as well as all content, functionality, and services offered on or through the Services, including Perks (as defined below) and Floor NFTs. By signing up for an account via the Services, connecting your cryptocurrency wallet (e.g., MetaMask or WalletConnect) to the Services, or otherwise using or accessing the Services, including any Perks or Floor NFTs, you acknowledge that you have read and agree to these Terms.

By agreeing to these Terms, you hereby certify that you are at least 16 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.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either through the Site user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

1. DESCRIPTION OF OUR SERVICES; ELIGIBILITY; USERS OF OUR SERVICES
Floor offers proprietary software through our Site and Apps that enables Users to understand, track and collect digital assets, including, but not limited to, fungible tokens (e.g., USDC, ETH) (“Tokens”) and non-fungible tokens (“NFTs,” and together with Tokens, “Digital Assets”). Additionally, our Apps enable users to create a multi-signature wallet users can use to manage their Token and NFT holdings (“Floor Wallet”).

Our Site permits Users to mint NFTs and purchase NFTs created by Floor (collectively, “Floor NFTs”), and our App allows Users to aggregate their Floor Wallets and other various digital asset wallets compatible with the Ethereum, Solana and Polygon networks (each, a “Wallet” and collectively, the “Wallets”) to facilitate portfolio management, track trade activity, send and receive Digital Assets and discover new NFT collections. Our App also allows Users to connect their Wallets to third-party exchanges (“Third-Party Exchanges”), in each case in order to buy, sell, and swap Digital Assets thereon.

Floor is not a broker, financial institution or creditor. Floor facilitates transactions of NFTs on behalf of Users. You specifically acknowledge and agree that, if you use the Services to purchase a Digital Asset through a Third-Party Exchange, the platform or third-party seller originally offering such Digital Asset (the “Original Offeror”) shall be an intended third-party beneficiary of these Terms with respect to any such purchase. You agree that Floor shall not be a party to or have any responsibility or liability for, arising out of, relating to, associated with or resulting from any disputes between you and any Original Offeror of a Digital Asset in respect of such Digital Asset or such Digital Asset being considered an investment contract or any intellectual property or other rights embodied thereby or included therewith.

You bear full responsibility for verifying the identity, legitimacy, and authenticity of Digital Assets you purchase through the Services or any claims made by any Original Offeror of such Digital Assets. Notwithstanding anything set forth herein or through the Services, Floor makes no claims about the identity, legitimacy, or authenticity of Digital Assets that you may purchase through the Services, or any claims made by any Original Offeror of such Digital Assets.

The Services include a software application made available by Floor that allows Registered Users (as defined below) to (i) engage in transactions directly with Floor or with an Original Offeror for the purchase of Digital Assets in exchange for fiat currency and/or cryptocurrency, in each case in accordance with the functionality of the Services (each such transaction, a “Transaction”). Transactions may be facilitated through the App directly, or through a Floor plug-in or other integration with a Third-Party Exchange or any other third-party platform (each, a “Third-Party Platform,” and collectively, the “Third-Party Platforms”).

Floor’s Forum, hosted on the communication platform Discord, fosters a community of Floor NFT holders and serves as a forum where 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 16 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 full access to 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. Once you own a Floor NFT in a cryptographically provable manner, you may access our Forum. In addition to these Terms of Service, your use of our Forum is subject to Discord.com’s terms and conditions.

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 Digital Asset.

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 Wallets, your browser, or any other third-party site, product, or service (including Third-Party Platforms) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, swap or sell Digital Assets or engage in any other 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 Wallet’s 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 Digital Assets.

3. FLOOR PERKS & PROMOTIONS
Floor may provide you and / or other users of the Services special perks, experiences, opportunities or other rewards as determined by Floor in its sole discretion (“Perks”). Floor does not make any representation or guarantee that you will receive any Perks or achieve any particular outcome as a result of such Perks.

From time to time, Floor may offer or allow you to participate in promotions, giveaways, contests or sweepstakes (each, a “Promotion”) through the Services or based upon your ownership of a Floor NFT. Participation in any Promotion is subject to the official rules governing that Promotion, as determined by Floor in its sole discretion. Floor may announce rules in connection with any Promotion, but regardless of whether specific rules are announced, all such opportunities will be controlled by these Terms, unless explicitly superseded by Promotion-specific rules. Certain Promotions may be subject to separate terms and conditions which shall govern your participation therein. Floor will post these Promotion terms and conditions conspicuously on the Services as we deem appropriate at our discretion. Should you choose to participate in any of our Promotions, you agree that in order to grant you Perks we may require additional information from you, including, without limitation, personally identifiable information that we may use to report Perks issued to applicable governmental authorities as required (such as for tax purposes). Our collection, use, and disclosure of such personally identifiable information shall at all times be subject to the terms and conditions of our Privacy Policy.

Floor does not make any representations or warranties that any User will receive any Perks or achieve any particular outcome. Floor reserves the right, in our sole discretion, to restrict, limit, or deny any Promotions or Perks to any User for any reason, at any time.

Perks and Promotions are not intended to be an endorsement of any product, service, project, creator, Digital Asset, individual or any other thing, and Floor makes no recommendations and provides no investment advice in connection with any Perks or Promotions.

4. MEMBER ACCOUNT, PASSWORD, AND SECURITY
You are responsible for maintaining the confidentiality and security of your account and password, if any, Floor Wallet, other Wallet connected to the Services while being used in connection therewith (collectively, your “Account”), and are fully responsible for any and all activities that occur under your Account. You agree to (a) immediately notify Floor of any unauthorized use of your Account and / or any other breach of security, and (b) ensure that you exit from and / or disconnect, as applicable, 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, which may include, but is not limited to, Apple Inc., Google LLC, 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, you agree to 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 Services. For example, you may receive occasional updates about Promotions and other 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 the Services, 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. APPLE AND GOOGLE TERMS AND IN-APP PURCHASES

Apple Terms

The following applies to an App you download through the Apple App Store (the “Apple Application”): You acknowledge and agree that these Terms are solely between you and Floor, not Apple Inc. or any of its affiliates (collectively, “Apple”) and that Apple has no responsibility for the Apple Application or content thereof. Your use of the Apple Application must comply with the then-current App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple Application. In the event of any failure of the Apple Application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the Apple Application to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Floor as provider of the Services. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple Application or your possession and/or use of the Apple Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Floor as provider of the Services. You acknowledge that, in the event of any third-party claim that the Apple Application or your possession and use of that Apple Application infringes that third party’s intellectual property rights, Floor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Floor acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to your license of the Apple Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as they relate to your license of the Apple Application against you as a third-party beneficiary thereof.

Google Terms

The following applies to an App you download through the Google Play Store (the “Android Application”): (i) you acknowledge that these Terms are between you and Floor only, and not with Google LLC or any of its affiliates (collectively, “Google”); (ii) your use of the Android Application must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Android Application; (iv) Floor, and not Google, is solely responsible for its Android Application; (v) Google has no obligation or liability to you with respect to Android Application or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to Floor’s Android Application.

In-App Purchases

The Services may provide for certain additional content and features available through in-app purchases. Users who have an Account (each, a “Registered User”) can purchase Digital Assets being offered for sale by Floor or by an Original Offeror. All pricing for such Digital Assets is set by the seller of such Digital Assets and listed at point of sale or otherwise through the Third-Party Platform on which such seller makes such Digital Assets available for purchase. If you make an in-app purchase of Third-Party Content (as defined below), you shall receive a limited, revocable, non-exclusive, worldwide, transferrable, non-sublicensable, fully-paid license to access, use, display and publish the Third-Party Content solely in connection with your use of the Apps and solely while using the Apps, provided that you are a User in good standing and are in compliance with these Terms. Your access to Third-Party Content may be revoked at any time by its owner or by us if you fail to adhere to these Terms or the Privacy Policy.

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 Services (including, without limitation, any Taxes that may become payable as the result of your financial transactions on the Services.

We attempt to be as accurate as possible and eliminate errors on the Services; 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 Services, 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 through the Services 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, Google Play Store or a Third-Party Platform. 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 Services) 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.

By using the Services you agree to pay all applicable fees, which include, but are not limited to, fees charged by Floor and / or Third-Party Platforms. Floor reserves the right to adjust its pricing and fees at any time. Our fee may include gas fees to process a Transaction, which we will calculate in our discretion. 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 the Services after a price change takes effect, you agree to the new pricing.

When you use the Services to purchase a Digital Asset offered for sale by an Original Offeror, you agree and understand that Floor will (i) not be a party to such purchase and (ii) settlement of the Transaction will occur on a Third-Party Platform.

6. CONTENT

“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 Services, 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 Services. “Floor Content” means Content that we create and make available in connection with the Services. “Third-Party Content” means Content that originates from parties other than Floor or Users, which is made available in connection with the Services. “Services Content” means all of the Content that is made available in connection with the Apps, including Your Content, User Content, Third-Party Content, and Services 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 Services, 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 Services (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any Other Media. You also hereby grant each User of the Services a non-exclusive license to access Your Content through the Services, and to use, reproduce, distribute, display and perform such Content solely as permitted through the functionality of the Services. 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 Services Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Services 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 Services, 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 Wallet. Such Wallets allow you to purchase, store, and engage in Transactions. When you link your 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, NFTs and Tokens that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of NFTs, Tokens and/or other 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 Wallet. Floor has no responsibility or liability to you for any unauthorized access to or use of your Wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your 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 transfer a Floor NFT (“Transfer”), then Floor is not a party to any agreement between the applicable buyer, seller, or facilitator of the Transfer, but Floor reserves the right to collect a Royalty (as defined below) from any Transfer.

If you or any owner of a Floor NFT (“Collector”) Transfers a Floor NFT to a third party, (a) then you, as Collector, represent and warrant that you will notify such third party of these Terms and require such third party to comply with these Terms, (b) the Collector License (as defined below) as set forth herein will automatically transfer to such third party, and such third party will be deemed the “Collector” for purposes of such Floor NFT and the Collector License to the underlying NFT IP (as defined below), and such third party shall hereby assume and agree to be subject to the Collector License and 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 Wallet or other payment instrument. 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.

You acknowledge and agree that Floor receives a certain percentage of the gross revenue of every Transfer of a Floor NFT, which is determined by Floor in its sole discretion (“Royalty”). Floor has the right to collect Royalties for Floor Transfers in perpetuity. As such, if you Transfer a Floor NFT on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT (assuming a 10% Royalty here): “10% Royalty Applies. See Floor NFT Terms of Service available at https://www.floornfts.io/legal/terms for details.”

No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

9. TAXES
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 Submissions 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 Submission is accurate; (b) use of the Submission 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 Site or Apps 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 Service 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, create derivative works based on, or otherwise exploit 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 and to 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 Transfer), 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 (collectively, 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 Floor NFT or NFT IP.

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.

14. INVESTMENT RISKS

THE INFORMATION ON THE SERVICES, AND ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES OR PERKS ARE 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 THE SERVICES 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 THE SERVICES 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 SERVICES 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 OF, 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 SERVICES, 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 OR ANY OTHER DIGITAL ASSETS, INCLUDING THE SUITABILITY AND APPROPRIATENESS OF, AND INVESTMENT STRATEGIES FOR, FLOOR NFTS OR ANY OTHER DIGITAL ASSETS. YOU AGREE AND UNDERSTAND THAT YOU ACCESS AND USE THE SERVICES, FLOOR NFTS, NFT IP, AND PERKS AS WELL AS ANY THIRD-PARTY SERVICES IN CONNECTION WITH THE FOREGOING 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 THE SERVICES 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.

15. THIRD-PARTY SERVICES

As part of the Services, you may have access to and use of products and services of one or more third parties, including Third-Party Platforms (collectively, “Third-Party Services”). In each such case, you acknowledge and agree that your access to and use of such Third-Party Services is at your own election and subject to separate terms and conditions set forth by the providers of such Third-Party Services (“Third-Party Providers”). Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of those Third-Party Services. Such Third-Party Providers may also apply their own privacy policies. It is your responsibility to understand the terms and conditions governing your access to and use of the Third-Party Services, including how those Third-Party Providers use any of your information under their privacy policies.

We provide integrations with Third-Party Services for your convenience only. We do not verify, curate, or control Third-Party Services. As a result, we do not guarantee, endorse, or recommend any Third-Party Services or the use of any Third-Party Services for any particular purpose. You access, rely upon and use any Third-Party Services at your own risk. Floor disclaims all responsibility and liability for any losses or other harm resulting from your reliance upon or use of any Third-Party Services. We have no responsibility for any Third-Party Services that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third-Party Services is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any Third-Party Provider is solely between you and that Third-Party Provider. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third-Party Services in connection with the Services at any time without notice.

16. RESTRICTIONS
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. PRIVACY
Our Privacy Policy is a part of these Terms. Please review the Privacy Policy located here, which also governs the Services and informs Users of our data collection practices.

18. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, FLOOR NFTS, NFT IP, PERKS AND ANY THIRD-PARTY SERVICES IN CONNECTION WITH THE SERVICES 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, 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.

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 THE 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 NETWORK. WE DO NOT GUARANTEE THAT FLOOR CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY FLOOR NFT.

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.

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.

20. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FLOOR NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR FLOOR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FLOOR OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLOOR’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR FLOOR CONTENT EXCEED AMOUNTS YOU HAVE PAID TO FLOOR, OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FLOOR, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLOOR AND YOU.NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

20. INDEMNIFICATION
o the fullest extent permitted by applicable law, you will indemnify and hold Floor and its representatives, officers, directors, employees, attorneys, and agents (each, an “Indemnitee”)harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, Services Content, Floor NFTs, NFT IP or Perks; (b) any dispute between you and any Original Offeror, any other User or any other third party; or (c) your violation of applicable law or these Terms. 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

21. 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.

22. COMPLIANCE WITH APPLICABLE LAWS
We make no claims concerning whether any content may be downloaded, viewed, or be appropriate for use wherever you access the Services. If you access or use the Services 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.

23. 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).

24. MISCELLANEOUS
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. 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.

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.

Except as expressly set forth in these Terms, you and Floor agree there are no third-party beneficiaries intended under these Terms.

Except as expressly agreed by us and you in writing, these Terms of Service, together with our Privacy Policy constitutes the entire agreement between you and us, and supersedes all previous or contemporaneous agreements, whether written or oral, between you and us, with respect to the subject matter hereof. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Service will inure to the benefit of our successors, assigns, licensees, and sublicensees.