Terms

Terms

TERMS OF USE

LAST UPDATED AUGUST 30, 2022

These NFT Terms of Sale (the “NFT Terms”) apply to the purchase and sale of the PhanSets collection of Fan Art Images randomized at mint (the “PhanSets NFT(s)”) that were placed on sale on May 28, 2022 through this website (the “PhanSets NFT Marketplace”). By participating in the PhanSets NFT Marketplace, you agree to be governed by these NFT Terms. The NFT Terms are a legally binding contract between JamLabs Ventures LLC (“JamLabs”, “we” “our” or “us”) and any person who uses this website (“you” or “your”). JamLabs provides you with access to and use of the PhanSets NFT Marketplace subject to your compliance with these NFT Terms, the JamLabs Terms and Conditions, and the JamLabs Privacy Policy (the “Agreements”). If you do not agree with the terms of the Agreements, you may not access or use the PhanSets NFT Marketplace.

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 JamLabs 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 when posted, unless a different date is indicated by us. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.

  1. The NFT Marketplace The PhanSets NFT Marketplace is a decentralized application and digital art marketplace operating on the Ethereum blockchain. The PhanSets NFT Marketplace uses specially-developed smart contracts (“Smart Contracts”) that enable JamLabs to sell digital creations to you.
  2. PhanSets NFTs and the Ethereum Blockchain
    1. All PhanSets artwork on the PhanSets NFT Marketplace are represented by unique cryptographic tokens exclusively minted by JamLabs. NFTs are forever tracked and stored on the Ethereum blockchain, providing you with a permanent record of authenticity and ownership.
    2. Transactions that take place on the PhanSets NFT Marketplace are managed and confirmed via the Ethereum blockchain. You understand that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the PhanSets NFT Marketplace. We neither own nor control MetaMask, Coinbase, Google Chrome, the Ethereum network, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the PhanSets NFT Marketplace (“Linked Sites”). In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. We reserve the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from this site and/or introduce different features or links to different users.
    3. All your transactions on the PhanSets NFT Marketplace, including without limitation minting, tokenizing, bidding, listing, offering, purchasing, or confirming, are facilitated by Smart Contracts existing on the Ethereum network and are initiated though one or more Smart Contracts at your sole discretion.
    4. PhanSets NFT Marketplace transactions utilize experimental Smart Contract and blockchain technology, including non-fungible tokens, cryptocurrencies, and decentralized or peer-to-peer networks and systems. You acknowledge and agree that such technologies are experimental, speculative, and inherently risky. You acknowledge and agree that the Smart Contracts may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the Ethereum blockchain (i.e., “forks”), which can adversely affect the Smart Contracts and may expose you to a risk of total loss, forfeiture of your digital currency or PhanSets NFTs, or lost opportunities to buy or sell PhanSets NFTs. JamLabs assumes no liability or responsibility for any such Smart Contract or related failures, risks, or uncertainties. You acknowledge the risk of Smart Contracts and agree to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting, or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as you expect.
    5. You take full responsibility and liability for the outcome of any transaction you initiate, whether or not the Smart Contracts, the PhanSets NFT Marketplace, or other market participants behave as expected or intended. You hereby represent that you are knowledgeable, experienced, and sophisticated in using blockchain technology and in initiating Ethereum-based transactions.
    6. The Ethereum network requires the payment of a transaction fee (a “Gas fee”) for every transaction that occurs on the Ethereum network, and thus every transaction occurring on the PhanSets NFT Marketplace. The value of Gas fee changes, often unpredictably, and is entirely outside of the control of JamLabs or the PhanSets NFT Marketplace. You acknowledge that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the PhanSets NFT Marketplace be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to you. You acknowledge and agree that gas is non-refundable under all circumstances.
  3. Prices and Payment Terms
    1. JamLabs retains the right in its sole discretion to place limitations on the mint price and the number of any transactions taking place on the PhanSets NFT Marketplace. JamLabs does not guarantee that any PhanSets NFT will be available for purchase at the time you seek to make a purchase.
    2. All prices posted on the PhanSets NFT Marketplace are determined by JamLabs, in its sole discretion, and are subject to change without notice.
    3. Terms of payment are within JamLabs's sole discretion. Purchases may be made by using the currencies (including cryptocurrencies) that JamLabs elects to accept from time to time. When you make a purchase, you represent and warrant that:
      1. the purchase information you supply is true, correct, and complete;
      2. you are duly authorized to use such purchase method for the purchase;
      3. will pay all charges incurred in connection with your transaction, including the purchase price and all applicable transaction fees, Gas fees, taxes, and all other fees related to your transaction, including any and all fees required to process and validate the transaction, and
      4. authorize all such charges to be automatically charged toward, and collected from, your payment.
  4. Your Rights
    1. You acknowledge that you are buying a non-fungible token and agree that JamLabs owns all legal right, title, and interest in and to the art, graphics, images, designs, illustrations, and drawings associated with the PhanSets NFTs and all intellectual property rights therein (the “Art”). The rights you have in and to the NFT you purchased through the PhanSets NFT Marketplace (the “Purchased PhanSets NFT”) are expressly stated in this Section 4 of the NFT Terms.
    2. You own the Purchased PhanSets NFT. You do not own the Art. This means you only have the right to sell or give away your Purchased PhanSets NFT. You are not receiving ownership of the Art but are receiving certain limited rights in the Art as set forth herein.
    3. Upon purchasing the Purchased PhanSets NFT, you immediately receive a limited worldwide, non-exclusive, transferable license to use and display the Art associated with your Purchased PhanSets NFT, solely for your own personal, non-commercial use (the “License”). The License will apply to the person or entity who at the applicable time is the rightful holder of the Purchased PhanSets NFT and is in compliance with these NFT Terms.
    4. You agree that you may not, nor permit any third party to do or attempt to do any of the following:
      1. modify the Purchased PhanSets NFT and/or alter, transform, or adjust the Art in any way, including without limitation, the shapes, designs, drawings, attributes, or color schemes;
      2. Copy or create derivative works of the Art;
      3. use the Purchased PhanSets NFT, and/or the Art to advertise, market, or sell any product or service;
      4. use the Purchased PhanSets NFT and/or the Art in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others, drugs (including, without limitation, both prescription and non-prescription) or other supplements, death, pornography or other “adult only” or sexually explicit activities, massage parlors, prostitution or any dating or escort activities, weapons or ammunition, denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age, medical conditions and/or political campaigns or causes;
      5. use the Purchased PhanSets NFT and/or the Art in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use;
      6. resell or distribute the Purchased PhanSets NFT and/or the Art for commercial gain, except to resell or transfer the rights granted herein;
      7. attempt to trademark, copyright, or otherwise acquire any intellectual property rights in or to the PhanSets NFT, the Art, or the PhanSets trademark;
      8. challenge JamLabs’s copyright ownership;
      9. create any other Non-fungible tokens based on any PhanSets NFT and/or the Art.
    5. You must include the token identification number for all personal and non-commercial uses of the Purchase PhanSets NFT and the Art.
  5. JamLabs's RightsJamLabs owns all right, title, and interest in the PhanSets NFTs, the Art and the name PhanSets. JamLabs owns all of the intellectual property rights in and relating to the PhanSets NFTs and the Art in any medium. For example, JamLabs owns the hand-drawn versions of the Art, and all photoshop files, original pixel objects, and all elements and features of the images used to create the PhanSets NFTs. Only JamLabs has the sole ability to edit, recolor, rework, or redesign the PhanSets NFTs and the Art.
  6. Changes to Service

JamLabs reserves the right to modify or discontinue, temporarily or permanently, the Artwork or Project (or any part thereof) with or without notice. You agree that JamLabs will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Project, including in relation to any PhanSets NFT.

  1. Refund Policy All sales of PhanSets NFTs are final and non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Purchased PhanSets NFT, any disruption to the operations of any components of the Purchased PhanSets NFT, or any other reason whatsoever.
  2. Subsequent Sales of NFTs
    1. You acknowledge and agree that the intent is for all subsequent owners of your Purchased PhanSets NFT to be bound by the NFT Terms. In the event that you elect to subsequently transfer your NFT to a third party, you agree that, prior to such transfer, you will notify such third party of these NFT Terms and the Agreements. You acknowledge and agree that JamLabs is entitled to receive 8.0% of every Secondary Sale of a PhanSets NFT (“Royalty”). JamLabs has the right to collect Royalties for JamLabs sales in perpetuity. As such, if you sell a PhanSets NFT, including on a third-party marketplace, you agree to include a statement substantially similar to the following in the description of the NFT: “8.0% Royalty Applies. By purchasing a PhanSets NFT, you agree to the Terms of Use located at https://www.phansets.com/terms.”
    2. PhanSets NFTs may not be compatible with other marketplaces, platforms, or exchanges operated by third parties (“Other Platforms”). We do not control any Other Platforms or any purchases or sales of PhanSets NFTs or any other activity that occurs outside of this website, and you acknowledge and agree that we are not a party to any agreement you enter into or any transaction you conduct on any Other Platform

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JamLabs OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES, SERVICES CONTENT, PHANSETS NFTs, ART, OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, PHANSETS NFT, ART, OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF JamLabs OR ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, PhanSets NFT, ART EXCEED $100.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, PhanSets NFTs, ART OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” HEREIN ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless JamLabs and its affiliates and its and their 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, PhanSets NFTs, Art, (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 JamLabs 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.

TERMINATION RIGHTS

You agree that JamLabs, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, including the ability remove you from the PhanSets NFT allow list, for any reason, including, without limitation, for lack of use or if JamLabs 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 may be referred to appropriate law enforcement authorities. JamLabs may also in its sole discretion and at any time discontinue providing the Services o, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that JamLabs 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 Service. Further, you agree that JamLabs will not be liable to you or any third party for any termination of your access to the Service

All questions regarding this Agreement should be directed to: [email protected]

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